


Ben 10 and the Darkstalkers Part 1: New Ghoul in Town

by Shoejuggler



Series: Ben 10 and the Darkstalkers [1]
Category: Ben 10 Series, Darkstalkers (Video Games)
Genre: Gen
Language: English
Status: In-Progress
Published: 2014-02-09
Updated: 2017-03-24
Packaged: 2018-01-11 19:17:29
Rating: General Audiences
Warnings: Creator Chose Not To Use Archive Warnings, No Archive Warnings Apply
Chapters: 9
Words: 38,585
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1176882
Author URL: https://archiveofourown.org/users/Shoejuggler/pseuds/Shoejuggler
Summary: <blockquote class="userstuff">
              <p>After a heist gone horribly wrong, Psyphon accidentally unleashes a dangerous creature from another dimension upon Bellwood. Can Ben and Rook track it down before it can claim another victim? And what, or who is it after?</p>
<p>Reviews and constructive criticisms are greatly appreciated. Don't be afraid to get brutal; it's the only way I'll learn.</p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

> This fic takes place after "The Frogs of War"
> 
> Reviews and constructive criticisms are greatly appreciated.

8:00 P.M.; Plumber Base, Armory

The device in Psyphon's hands let out a screech as a white pulsating ball of energy sprung out of its barrel. The orb flew into the center of the armory before flattening itself in midair, as if it had collided with some kind of invisible wall. The flattened energy ball continued to expand in the middle of space, getting taller and wider until it had reached about ten feet in diameter. A faint image of some sort of landscape began to fade into view somewhere inside the white, quite like thick fog being blown away to reveal a hidden mountain. In a few seconds, the portal would become a gateway to the Null Void.

The wait time aside, Psyphon was quite pleased to call this test run of his own custom portable Null Void Projector a success. It brought a smile made of sharp yellowed teeth stretch across his pale white face. Behind him, Bubblehead- an alien that resembled a cross between a lizard and a centipede inside of a exosuit topped with a large glass dome-, Liam - A tall chicken-like alien-, and Fistina - A red, robust, and robotic woman, stopped raiding the Plumber's armory to watch the tear in time and space as it slowly developed into a fully functional interdimensional gateway.

"Well whaddya know?" Bubblehead's voice echoed from underneath his helmet. "It worked."

"Of course it worked, you dullard." Psyphon snapped, turning around to properly insult the thug. "I used to build Null Void generators for Vilgax the conquer. I know that dimension like the back of my hand."

"If you're such an expert, you'd know that using the Null Void as an escape is…"

Insane, and stupid were two words that came to Bubblehead's mind. The Null Void was a nightmare dimension that the galaxy used as a prison for its most dangerous criminals. It was infested not only with the meanest, bloodthirstiest criminals in the universe, but also a multitude of terrifying monsters that happened to stumble, thrive, and breed inside the Void. Having been a prisoner in the Void a couple times before, Bubblehead wasn't very enthusiastic about returning. Besides, there had been an incident involving a chain of Vulpimancer pit fights, hundreds of unlucky bets, and a very irate Splixon gangster he wasn't very keen on revisiting in there.

"Dangerous" was the word he ended up using to finish his sentence. He decided it was the word least likely to harm his cut of the loot if the heist actually succeeded.

"If you bothered to listen to the plan Bubblebrain, you'd know that we aren't going to be in the Null Void long enough for anything to happen. Just until we open another gateway to the hideout. Then we sell every piece of Plumber tech here on the black market, and retire on a resort planet in the Andromeda Galaxy."

"But what if...you know, something bad does happen?" Liam asked. "Like if there's some giant monster waiting for us on the other end or something."

"Gee, hadn't thought about that one." Psyphon responded in a tone dripping with sarcasm. "Maybe if we had an entire arsenal of weapons we could use to defend ourselves, we could manage."

"Oh...yeah," Liam looked at the hovercarts that he had filled with Plumber munitions not so long ago. "I wasn't thinking-"

"You never do." Psyphon interrupted. "Now if that's all of the questions from the peanut gallery today, I would like to get this heist overwith before the Plumbers come snooping around."

"Is the portal supposed to look like that?" Fistina asked

Psyphon was a little bit surprised at the question. He had always thought, of all of his cronies, Fistina was the smartest. Not as smart as him obviously, but smart enough to not ask such a dumb question.

"Of course it looks like that! What else is a portal to another dimension supposed to-"

As he spoke, Psyphon turned his head to look at his Null Void portal, and saw what Fistina was talking about. Since the last time he took a look at it, the dimensional gateway had gone from controlled to unstable. It was no longer shaped like a perfect circle, but fluctuating between a multitude of obscure oblong shapes, random bursts of energy would appear along its borders in the form of furious electric bolts, and it was emitting a very unnerving warbling buzz, that sounded like a swarm of insects.

But the most troubling new development with the portal was that the destination it showed through its morphing surface didn't look anything like the Null Void. Instead of the familiar vision of giant rocks floating through space, the portal displayed a dimension unlike anything Psyphon or his underlings had ever seen before. A world where the land and sky were colored blood red, the seas were aflame in the east, and frozen solid in the south.

It wasn't supposed to look like that…

"It's...It's fine," Psyphon lied. "Just a very minor glitch with the portal's stability. We'll have to get in with the loot before it collapses. Come on."

Psyphon placed the Null Void Projector ontop of one of the hovercarts, grabbed its handle, and started to pull it into the portal. He only got a few feet towards it before he realized that he was the only one doing so.

"What's the matter with you dolts?" Psyphon growled. "I said we're leaving! The plumbers could be here to arrest us any second now!"

"Sounds better than going through that thing." Said Bubblehead. "We'd probably get disintegrated before we reached the other side...not that the other side looks any more inviting."

"I told you, it's safe!" Psyphon repeated, his tone getting more and more aggressive as his patience with his counterparts began to waiver. "I've spent far too long preparing for this heist for you cowards to back out right when we're so close to success. Get in there, NOW!"

Raising his voice didn't work. The trio of thugs stood their ground, all of them looking anxiously at the portal, slowly edging away from it.

Psyphon shook his head in disgust of his crew's spinelessness. Vilgax never had to deal with this kind of insubordination. Whenever he issued a command to his subjects, they would gladly sacrifice their own lies if it meant finishing the task sooner. How would Vilgax handle this, Psyphon pondered. Or rather, how would he handle this if he were a couple feet shorter, looked far less threatening, and didn't possess the strength to shatter mountains? Fear was what was holding them back, so what could he do to circumvent that?

Bravery? That could work.

"I'll prove it then!" Psyphon declared. "I'll show you it's safe."

With that, Psyphon spun around on his heel, and started towards the fluctuating portal, all while praying desperately that he could get the others to move before the Plumbers - or worse, Ben Tennyson - barged in to ruin everything.

The portal began to act more erratically and more threatening at Psyphon's approach. It began to shift forms faster so that it resembled a quivering pail of water seen from above, the portal's surface was furiously bubbling with small explosions, and the electronic buzzing noise began to sound even more frenzied, like a nest of angry wasps ready to sting.

Getting even closer to the rift, the buzzing noise began to fade into another noise, like a radio slowly getting a signal through static. He could make out a voice chanting in a harsh guttural alien language he wasn't at all familiar with.

Now only arm's length from the portal, Psyphon found himself feeling less confident about sticking his hand inside it. He tried hard to ignore its chaotic behavior - especially the chanting, which was slowly becoming clearer, and louder than the buzzing - and strained to keep his mind on the fat stacks of credits he'd be rolling in after this was all over. He told himself that the sweat pouring from his brow was from the heat coming from the sea of fire inside of the rift, and the chills he felt creeping through his veins were from its icy counterpart. He didn't know how to explain away the fact that his heart was trying to smash through his ribcage, so he tried to ignore its frenetic beating.

With great effort, Psyphon managed to unfreeze his left arm, and slowly move it towards the portal. The chanting got louder and louder the closer his hand got to it, to the point that it sounded like it was coming from inside his own ears. Then suddenly, the chanting was interrupted by a scream that managed to briefly drown out its droning. Psyphon quickly recognized the scream as his own as he drew his hand away from the portal just as a surge of energy lashed out at it like a caged beast.

Psyphon turned back to his hovercart, shaken, but still determined to go through with his plot. As he turned away from the portal, he noticed that the chanting came to abrupt halt as soon as it left the corner of his eye. Strange, but not strange enough to stop him from trying to breach the portal again.

When he reached the cart, he dug his hand through its collection of assorted firearms until he pulled out a Plumber's sniper rifle.

"Just a slight precaution." He told the others. They responded by rolling their eyes. Psyphon ignored them, and walked back to the portal. As he did, the chanting restarted just as suddenly as it had ceased.

Psyphon stopped in front of the portal, this time, far enough so that the barrel of the sniper rifle could enter the portal. If he could stick the barrel into the portal without any ill effects, it would be safe to enter. If it came away from it melted down to the chamber...well, for now, it was better to think positively.

Psyphon kept a somewhat firm, but awkward grip on the rifle's rubber grip as he moved the gun into the portal, so as to avoid any accidental electrocutions. The chanting got louder as the barrel got closer to the portal, just as before. The explosions littering the portal's surface became more frequent in the spot where the barrel was only inches away. Summoning the limited courage he had to spare, Psyphon took a deep breath, and plunged the barrel deep into the portal.

And then, everything stopped. The portal stopped quivering, sparking, exploding, and chanting, and returned to behaving like a good fissure in the fabric of time and space. It still had the image of the strange dimension showing inside of it, but otherwise, it looked much safer to cross through. As Psyphon slowly started to pull the barrel out of the portal, he was elated to see that it came out unharmed, and in the exact color of silver it had when it had entered.

"See?" Psyphon gloated to the others as he continued to pull out the barrel. "I told you it was saAAAAUGGH-"

The fear that Psyphon struggled to keep under control was now flowing throughout his body as something from inside of the portal grabbed the barrel of the sniper rifle, and yanked with horrifying power. As he was pulled closer and closer into the rift, panic took control of his body, and squeezed the trigger of the sniper rifle. Totally unprepared for the gun's tremendous recoil, Psyphon was sent flying backwards until he collided with his hovercart, spilling guns and ammunitions onto the floor.

Psyphon didn't have much time to assess the situation before something that looked like a long, thin, black tendril shot out from behind the veil of the portal, and into the armory. The tendril wiped around the room until it wrapped itself around the arm of Bubblehead's exosuit. The alien cried out in horror as he tried to tear the extradimensional digit off of himself, but despite his artificially enhanced strength, he was utterly helpless as the tendril coiled around his suit's midsection, and quickly pulled him back into the portal, screaming and flailing.

"Oh, no you don't." Liam said. Showing an impressive display of pediatric dexterity, the chicken-man kicked a plasma bazooka lying in the pile of scattered weapons into the air, and into his feathery arms.

Psyphon's crimson eyes practically bulged out of their sockets in alarm when he saw Liam aim the cannon at the portal. "What do you think you're doing, you moron?!" He bellowed as he leaped off the floor to stop him. "The plasma charge will overload the-"

It was over before Psyphon could even finish his warning. Liam's cannon shot a bright green ball of plasma energy into the portal. The reaction was instantaneous as the portal absorbed the plasma, and its surface resumed riddling itself with explosions. As the explosions grew in size and intensity, Psyphon desperately raced back to his overturned hovercart, and scrambled to hide himself underneath it. Fistina and Liam were just about to dive behind an overturned weapons bench for cover, when the portal went critical, and a powerful fiery blast ripped through the armory. While Psyphon's fairly large makeshift bunker protected him from the explosion, and dampened its thundering roar down to a barely tolerable level, it did very little to prevent him from being thrown back and forth against its superheated walls.

When the shaking stopped, the noise quieted down, the hovercart's walls cooled off, and his world stopped spinning around, Psyphon decided to take a peek out from under his hiding place. He couldn't tell if the explosion had blew out all of the lights, or if it had chared everything pitch black. Either way, Psyphon could only see darkness, to the point that he almost couldn't tell if his own eyes were open or not.

But Psyphon didn't need to see to know that his grand heist was well beyond salvaging. The portal was gone, all of the weapons were most likely either heavily damaged, or otherwise rendered unfit to sell, his men were gone, and if the Plumbers hadn't already known that something was going on in the armory, the explosive would've tipped them off.

As he began to withdraw back under the hovercart to hide from the Plumbers, Psyphon felt something cold poke into his side. He pulled a small flashlight from out of his pockets, and turned it on to reveal his mini Null Void projector, along with a small cache of weapons spared by the explosion. He figured that they must've ended up under the hovercart when he flipped it over. The weapons wouldn't fetch enough to afford the resort planet, but they would give him enough to buy almost anything else he wanted. And best of all, he didn't have to split it with anyone anymore.

Feeling much happier than he did a moment ago, and quite possibly his entire life, Psyphon stepped out from under the hovercart with the generator in hand. He was about to conjure another portal...when he heard the sound of footsteps coming from behind him.

The footfalls were too light to belong to either Fistina or Bubblehead, and they lacked the clicking noise Liam made when his talons tapped the floor. In fact, it sounded like whomever was behind him was wearing high heels. Last time Psyphon checked, neither Ben Tennyson nor his fellow Plumbers were very keen on women's footwear, so who could be…

A frightening thought crossed though Psyphon's mind. A horrifying possibility that Psyphon almost completely refused to accept because he was too afraid to believe it. Pulling out the tiny flashlight in his pocket, Psyphon reluctantly turned around, and turned on the light.

Psyphon only caught a brief glimpse of the creature's huge bat-like wings, before he screamed, and dropped the flashlight. For the first time in his life, he was sorry that he was right. Right about being trapped in the armory with the thing from the portal.

"St-stay back!" Psyphon tried to aim his Null Void projector towards the sound of the creature's footsteps, but his body was shaking too much to keep his shot steady. "I swear, I'll blast you to-"

Psyphon yelped in pain as he felt the creature's tendril whip the projector out of his hands, and clattering on the floor somewhere in the darkness. Blind, and completely helpless against the horror slowly striding towards him, Psyphon frantically searched his mind for a way to survive the next five minutes as he backed away from the sound of footsteps. A task made quite difficult with his mind muddled up with fear, and his legs nearly tripping over things hidden in the dark.

"L-listen, how about a deal?" Psyphon bargained. "I've got a score worth billions of credits. You help me get out of here, and I'll split it with you, fifty-fifty."

There was no response, only footsteps coming closer.

"Okay… how about sixty-forty?"

Still no response.

"Seventy-thirty?"

Psyphon's heart sank even further than before as he felt his back hit a corner. The footsteps kept coming, and as far as Psyphon could "see", there was nowhere else to run.

"Eighty-t-twenty?"

The footsteps were only a few inches away from him before they stopped. He couldn't see it, but he could somehow sense the creature leaning forward to bring its face to his.

"Okay, you can have everything! Everything here! You don't even need to help me escape! J-just leave me alone!"

Psyphon could feel the creature's hot breath on his face now.

"Please! Take it all! Just leave me alone! LEAVE ME-"


	2. Chapter 2

**Summary for the Chapter:**

> Ben, Rook, and Grandpa Max arrive to the Plumber armory to stop Psyphon's latest plot, but instead find themselves investigating a potential murder,

**Notes for the Chapter:**

> Reviews and constructive criticisms are appreciated

Five minutes later

The armory's metal door let out a loud groan as it relented to the overwhelming magnetic force assaulting it. As it tore away from its hinges, an alien that resembled a yellow and black, anthropomorphic scrap metal sculpture invited itself to hover through the doorway.

"Alright Psyphon," The alien said in a metallic voice. "I've got better things to do tonight than kicking your butt back into a holding cell, so why don't you just give up before I have to-"

The alien silenced itself as its silver ball-shaped head looked around the room. I appeared that he didn't have to do anything to Psyphon; he and his gang apparently already did it for him. They even went so far as to add his usual brand of collateral damage. Weapons racks, benches, and foot lockers were haphazardly scattered across the room, while guns, knives, and all sorts of other damaged munitions were spilled all over the floor, and a huge dark scorch mark was burned into the center of the armory.

In the far back of the room, the metal alien could see that chicken guy that always hung out with Psyphon (He never bothered to learn his name) sprawled out on the floor; unconscious and almost completely featherless with a trail of his own plumage leading from the spot where he was knocked across the room. Laying close beside him were various robotic body parts belonging to Fistina. Whatever happened here had heavily damaged her, but it was nothing she couldn't recover from when she regained consciousness. He spied a shredded piece of Bubblehead's armor amongst the parts, but there was no sign of the rest of the alien anywhere else in the armory. Last and definitely least was Psyphon, who was curled up in a corner like a dried up bug.

"Aw come on guys, I was just kidding about giving up." The alien complained. "You didn't have to blow yourselves up for my sake. Not that I don't appreciate the gesture, but still, it really takes the fun out of crimefighting."

Behind him, another alien entered the armory toting a gun composed of many segmented pieces. The alien, named Rook Blanco, was a vaguely cat-like humanoid with a face covered in black and blue fur matching the color of his Plumber armor. His visage also had two bright yellow eyes, red pupils, and flat slitted nostrils.

"I very much doubt Psyphon would surrender himself just because you said so." Rook said. "Why would he go through so much trouble to infiltrate the armory just to give up?"

A green badge with a symbol that resembled a green hourglass stuck on the metallic alien's chest began to flash and beep for a couple of seconds before enveloping him in a bright green flash of light. When the light faded, in the alien's place was a sixteen-year-old human boy with short brown hair, green eyes, and wearing a white hoodie with the number "10" surrounded by a green circle on its chest. The boy went by the name Ben Tennyson, but he also answered to hero, coolest guy in the universe, and a multitude of other aliases he took whenever the device on his arm, the Omnitrix, turned him into one of many different aliens stored inside of it.

He answered Rook's earlier question with a shrug. "Who cares anyway? Psyphon's isn't going anywhere. Case closed."

"Not by a longshot, Ben."

Magister Maxwell Tennyson, or Grandpa Max to Ben, made his way into the armory behind Rook. The aged Plumber wore his signature red hawaiian shirt adorned with big orange and yellow flower patterns. On his left shoulder sat two grey, diminutive, frog-like aliens. Blukic and Driba both served as contraries to the Galvan race's reputation as being the smartest in the galaxy. That wasn't to say that the two weren't somewhat intelligent, they just weren't very good at showing it sometimes.

"We still need to find out all we can about what happened here, and what Psyphon was after." Said Max.

"We're in an armory, Grandpa." Said Ben. "Obviously, he was after Plumber tech. How did he get in here anyway? I thought Plumber HQ had more security than Fort Knox."

"A number of our defenses have been offline since the Incursion invasion." Rook explained.

"I know that. I meant why haven't we got everything running again? The invasion was a week and a half ago."

"According to our technical division, there've been some...unforeseen delays in repairing the defense grid." Said Max.

Ben narrowed his eyes at the entirety of the tech division sitting on his grandpa's shoulder. "Delays?"

"There's a huge rat in the service ducts." Driba explained.

"It stole five of our tool kits." Blukic elaborated.

Ben shook his head. "So what else is there to look for Grandpa? Psyphon and his gang didn't get away with anything."

"There are still some questions that need to be answered, Ben." Max explained. "Even without our defenses, Psyphon's smart enough to know that someone would have seen him walking out with a couple dozen tons of heavy weaponry. I want to know how he intended to move it."

"Well it's not like he's going anywhere for awhile." Ben said as he strode towards Psyphon's corner. "Let's ask him."

Ben briefly toyed with the idea of turning into an alien to scare Psyphon conscious, but decided to just shake him awake, figuring that him seeing that he was under arrest would be frightening enough. But before he could even touch him, Psyphon's body rolled over on its own to expose his face, which had taken on a disturbing transformation of its own. His usually white complexion was now dark gray, his skin had become translucent, exposing the veins hidden underneath his flesh, and his red eyes were now milky pink as they sat halfway withdrawn into their sockets. Overall, it looked as if he had aged a couple hundred years before being partially mummified.

"Jeez!" Ben yelped as fell to the floor jumping away from Psyphon. "He looks like he saw his own mom! What happened to him?"

Blukic and Driba climbed off of Max's shoulder, and skurried over to Psyphon's body. Driba rubbed his chest with a stethoscope, while Blukic knocked on random parts of his anatomy to provoke a reflex of some sort. It was hard to tell if they knew what they were doing, or just mimicking stuff they saw their physicians do during their last check-up. After a few minutes, the two climbed off of the villain to give their diagnosis.

"Welp, he's dead." Blukic declared.

Driba's head snapped to his colleague's direction with a look of disbelief and annoyance. "Dead? He's alive, you moron."

"No, he ain't." Blukic argued. "I checked his pulse; Nuthin'."

"You checked his wrist, didn't you? With Psyphon's species, you're supposed to check the forehead for the pulse, you quack,"

"You're the quack. Everyone knows it's the ankles you're supposed to check."

"Forehead!"

"Ankles!"

"Hey, can we get back on topic here?" Ben said, defusing the argument. "Why does he look like that?"

"Perhaps his condition has something to do with this." Rook picked up something off of the floor that looked like a pistol with a weird blue ball attached to the muzzle and a bunch of seemingly random mods stuck all over it. "It is the only weapon that has been left somewhat unharmed. It might have caused whatever transpired here."

Rook handed the device to Grandpa Max to look at. The Magister looked at the casing, noting all of the strange attachments Psyphon has installed on the gun, then pried it open in order see its innerworkings.

"Interesting," He remarked. "It looks like Psyphon constructed some sort of miniaturized Null Void generator. He must have been planning to move the weapons between here and wherever his hideout is through a Null Void portal ."

"Well, obviously that didn't work out." Ben said, gesturing to the burn mark on the floor. "But that still doesn't explain why Psyphon looks like he took some extra hits from an ugly stick."

"A portal to the Null Void is a two-way passage, Ben. Something can get out through it just as easily as someone can get in. It's a rare occurrence, but an escape does happen every once in a blue moon." Max said as he placed the projector on a footlocker, and continued to take it apart. "I'm guessing that might have be the case here, and something might have come through the portal to attack Psyphon."

"What makes you say that?"

Without looking up from the foot locker. Max pointed up to the ceiling to direct everyone's attention to a hole broken into it. At first, it looked like the hole could've been caused by the explosion of Psyphon's portal, but under closer inspection, the hole led to another hole broken into another ceiling in a room above the armory, then another hole in the ceiling of another room above that one, than another, and another, until they ended in a hole that opened up to the night sky.

"Ask a dumb question." Ben muttered a few seconds before his eyes opened wide when he finally realised the connotations of the holes in the ceiling. "Wait! So the thing that attacked Psyphon is loose in Bellwood?"

"Unfortunately, it would appear so." Rook replied gravely. "And it falls to us to track it down."

"How?" Ben asked. "We can't exactly get Gwen down here from college to find the thing before Psyphon's new look starts trending."

"And the explosion probably fried the surveillance cameras we have set up in here, so we can't ID whatever came through." Max scratched his head. "That does make things a bit difficult."

"I think we might have a solution," Said Driba "If Rook will let us use his Omnitool for just a minute."

A look of unease came over Rook's face as he looked from his gun, to the two pseudo-geniuses staring at him from the floor, and back to his gun. After considering the potential casualties that could be avoided by this one sacrifice, Rook reluctantly placed his Omnitool on the ground so Blukic and Driba could access it. After working for two minutes, the duo stepped away from the weapon to allow Rook to retrieve it. He then immediately started to inspect it to make sure nothing was broken.

"We installed an application on your Omnitool that can track an energy signature that can be found in the Null Void." Driba explained.

"The thing from the portal should be lousy with the stuff, so you should have no problems finding it." Blukic added. "Probably,"

The many segments that made up Rook's Omnitool started to shift, twist, bend, stretch, and constrict as it transformed itself from a gun, to a tablet device with an antenna sticking from its top. On its screen, the Omnitool showed a purple trail leading from the center of the room, to the corner Psyphon was in, and through the hole in the ceiling.

"It works," Rook exclaimed in disbelief. "And it is showing that the suspect is moving towards downtown."

"Then what are we doing hanging around here?" Ben asked as he walked to the armory's doorway. "Let's get moving."

"Be careful out there Ben," Max warned. "You don't know what this thing from the Null Void is capable of. Don't fight it without coming up with a strategy first."

"I always have a strategy, Grandpa." Ben assured while he walked out the doorway. "It's called Deus Ex Machina; I always win. It's been working out for me so far."

"I will make sure that the situation is under control." Rook assured Max as he ran after his partner. "Also to look after Ben's posterior."

"You mean, 'Watch his back'." Max corrected. "And I'd appreciate it."

As Rook left, Max turned his attention back to the projector. According to his own knowledge of Null Void projectors, a device of this size should not have been able to work, even if it was only long enough to bring one thing through a portal. And according to his knowledge of criminal profiles, Psyphon was smart enough to know that, so he must have used some sort of power source powerful enough to briefly stabilize a portal long enough for someone to get through it. But what could he have-

As he detached a compartment attached to the projector's motherboard, Max got his answer.

"Well then, how did Psyphon get his hands on you?"


	3. Chapter 3

**Summary for the Chapter:**

> A "friendly" conversation between Charmcaster, and Darkstar is interrupted by an uninvited guest.

Somewhere in Downtown Bellwood, in an abandoned warehouse,

"You know, I used to think you looked cute when you got mad, but now I feel it's starting to become a problem."

Charmcaster's cold gaze met Darkstar's through the eye holes in his iron mask. Save for his head, Darkstar's entire body was engulfed in a massive fist belonging to one of Charmcaster's Golems. Below him, the rock monster's mistress was waving a staff that was topped with a goat's skull. The purple runes embedded in the Golem's rocks glowed brightly in response as the creature tightened its grip on Darkstar. The villain let out an anguished cry as he felt the tortuous pressure on his chest and back increasing as the creature's fist continued to constrict. It was becoming increasingly difficult for him to breathe as his lungs were being compressed, and it felt like his ribs could shatter at any moment as the jagged stones that made up the creature's digits dug into his flesh.

Another wave from Charmcaster's staff eased the Golem's grip on Darkstar. Even though it hurt to breathe, Darkstar greedily gulped down precious air as soon as his lungs were allowed to fill to capacity again. As he did, he returned his focus to Charmcaster form. She was still wearing the purple-and-black short sleeved dress and "V" shaped headdress she wore when she and Darkstar first met. Additionally, she had long silver hair, enticing purple eyes, ebony lipstick, and exotic elfen ears.

After catching his breath, Darkstar found the strength to speak again. "See? You're always resorting to violence. That's the problem with this relationship. You need to start speaking your feelings instead of lashing out."

"Shut up!" Chamcaster snapped. "I didn't go through the trouble of finding you because I missed hearing you patronize me!"

"Good, you're speaking your feelings instead of acting them out. We're making progress. Now we just need to work on that shrewish temperament. Very unladylike…"

Charmcaster began to raise her staff again. "Answer my question, or you'll see just how shrewd I can be. Tell me what you did to Ledgerdomain."

Ledgerdomain was a dimension that fed life energy, or mana, to the entire universe, and served as Charmcaster's home. Darkstar once tried to seduce the sorceress, and trick her into giving him all the power in the realm, which could possibly explain why she considered him a prime suspect in its disappearance.

Other than concealing his unfortunately hideous visage, Darkstar's helmet had the added benefit of hiding the fact that he was trying to hold back a laughing fit. "You lost Ledgerdomain? You managed to lose an entire dimension while you were still in it?" He clucked his tongue. "What irresponsible behavior for someone who declared herself its ruler."

"You have no right to judge me, you parasite." Charmcaster growled. "Now tell me what you did!"

"Come on Charmcaster, you're a smart girl." Said Darkstar. "If I had taken Ledgerdomain, why did you find me trying to drain mana from alley cats instead of turning Bellwood into a crater? How could you have captured me so easily if I commanded all the mana in the universe?"

Charmcaster lowered her staff a bit as she considered Darkstar's defense. "How do I know you're not working with someone?" She challenged.

"You know what I think?" Darkstar asked. He didn't wait to hear Charmcaster's response before speaking his thoughts. "I think you know that I had nothing to do with whatever has happened to Ledgerdomain. In fact, I think you want me to help you find who's responsible, but you don't want to admit it. I think that this whole interrogation is an excuse for you to force me to help without having to ask."

"And why do you think would I go through all that trouble for something that stupid?" asked Charmcaster.

"That you're still madly in love with me, but you don't know it yet."

Charmcaster glared at Darkstar for a long time. Silently, she regretted she would have to end him in such an uneventful manner as crushing him in a Golem's fist. Especially after she had come up with so many more interesting ends for him ever since she cast him out of Ledgerdomain. Still, if she let his idiocy go unpunished, she wouldn't be able to sleep tonight.

"Snap him like a twig." Chamcaster commanded.

Darkstar shook his head in pity. "Some people just can't be honest with themselves." He sighed as the Golem started to tighten his grip again. "Well, I tried to be the bigger man…"

From within the Golem's grasp, Darkstar placed his left palm against the creature's, and concentrated. Through his hand, he could see, feel, and taste the mana that animated the creature. And with that first taste, Darkstar drew back his focus, taking the energy with him. Before the Golem realized what was happening, its hand began to crumble around Darkstar's body as the villain literally slipped through its fingers.

As he sucked up the last of the Golem's energy, Darkstar felt the familiar and most welcome sensation of his entire body beginning to itch. His skin twitched and crawled as his dried, and withered flesh became smooth, tan, and youthful. His mostly barren scalp tingled as his thin, grey, aged stands were replaced by a full head of beautiful sparkling golden hair. In place of his missing teeth was a great white charming smile. The pain in his lungs faded away, as did his bruised rib, as invigorating power coursed throughout his entire being. The more dashing and empowered Darkstar became, the more the Golem began to crumble away. The stone titan let out a hoarse death cry just before its massive stature fell away into a pile of dust.

After drinking the Golem's mana, a deep hunger began to awaken in Darkstar. One he had managed to partially suppress after going so long without drinking the brilliant, savory elixir that was mana. But now that it had had its first taste in what seemed like forever, it was roaring from within his body, demanding more, and more, and much, much, more. Darkstar's horrible cravings turned his attention to Charmcaster, who was no doubt filled with enough mana to silence his hunger...until he found lovely Gwen at least.

"...but now, I guess I'll settle for the role of the angry ex."

Even as Darkstar shot two powerful beams of dark energy at her from his palms, Charmcaster did not seem impressed by his display of force. The utterance of a short and simple levitation spell carried her out of the beam's range, while also giving her the perfect vantage point from which to launch a counterattack. Charmcaster's eyes became bright purple as she summoned terrible mana lightning from her fingertips. The crackling electric attack put Darkstar on the defensive as he held up his arms in order to produce an energy shield to protect himself.

As the lightning lashed at him with its electric tendrils, Darkstar tried reach out from behind the shield to draw mana from the attack. But unlike the lumbering Golem, the lighting was too quick to get a firm hold on. Each time he felt a bolt hit his shield, it'd disappear before he could focus in on it enough to absorb it.

As he continued to pour his stolen energy into the shield, Darkstar began to feel weak; weaker than he did before he got the Golem's mana. His blood ran cold as he felt his restored skin begin to prune again, and his helmet began to fill with clumps his own hair. Panicking about his body's untimely regression, he began to lose the focus necessary to keep his shield up, allowing a thunderbolt to slip through his defenses and strike his chest with a horrible shock. The lighting forced Darkstar off of his feet, and sent him sliding across the floor on his back. Before he could attempt to pick himself up, Charmcaster pointed her staff at the ground to sprout four, small, hand-shaped shrubs on either side of him. The shrubs each seized one of Darkstar's limbs, refusing to let go no matter how hard he tried to pull against them. Which, considering that he was completely drained of his strength, wasn't saying much.

"You know Darkstar, as much as I hate to admit it, you were half right." Charmcaster said as she descended back down to the warehouse's floor. "Part way through torturing you, I did start to think that you were innocent, and that your talents might have been put too much better use helping me find Ledgerdomain."

With another wave of her wand, and several seconds of unintelligible chanting, the floor of the warehouse began to quake. Several spots on the ground began to break free from their foundations, and shape themselves into giant, ape-like figures. Cracks began to open up into strange patterns all over the bodies of the rocks, becoming purple, glowing, magical, runes. Eyes, mouths, arms, fingers, and legs formed on the sculptures as they completed their transformation into three new Golems ready to carry out their mistress' commands.

"...But then you had to open your mouth, and remind me why I hate you so much. I hope that vindication comforts you while you're being torn limb from limb." Charmcaster turned to address her new servants. "First one to bring me his helmet gets rewarded. And make sure the head stays inside."

Darkstar tried to say something witty and seductive to woo Charmcaster into letting him live, but as soon as he opened his mouth, it was immediately filled with his own shed hair and loosened teeth. By the time he spat everything out of his mouth, the Golems were already barreling towards his prone body, pushing and shoving each other out of the way as they raced to get to him. One of the Golems managed to get a hand between both its brethren's heads in order to drive them into the ground, and secure its lead in the race. Darkstar's eyes were wide with terror as the victorious Golem approached him, and began to reach for his skull.

Inches away from touching his head, the Golem's fingers were just about to wrap around Darkstar's helmet, only to be interrupted by the sounds of something crashing through the warehouse's roof and a high-pitched whine. Curious, the Golem looked up at the ceiling, just in time to catch a giant, black, spinning drill with its face. The creature's screams were barely audible over the sound of the drill screeching and boring into its head, scattering stone shards everywhere. There was something, possibly someone, positioned on top of the drill, but it was impossible to make out just what it was while the rock monster thrashing and flailing about in agony. Going to pieces, both figuratively and literally, the Golem frantically clawed at the space above its shoulders to try and dislodge the drill. Its act of desperation was punished the second it touched the bit as its hands were instantly ground down to its elbows. The Golem didn't even have time to react to its loss before the drill finally managed to puncture through its head, and dig into its torso. With that, the creature's body finally stilled itself, and collapsed onto the floor. Like a twisted vision of a butterfly springing from its cocoon, the giant's body began to break apart as the thing that drilled it to death began to emerge from its craggy remains.

Even with his view obscured by all of the hair littering the inside of his mask, Darkstar was still able to behold the model of malevolent feminine beauty standing before him. The woman had a face that somehow managed to keep an uncanny balance between youthful and mature elegance with partially pale skin, blood red lips, and eyes that Darkstar thought he could feel searching his very soul. She wore a very revealing black corset with white feathers lining its shoulders and a heart cut out of its middle to expose her bellybutton, long pink fingerless gloves, purple leggings covered with little bat-shaped patterns, and black heeled boots that almost reached up to her knees. On her back, a pair dark and skinny appendages opened themselves into great big bat wings. A smaller vestigial pair of wings poked out from under her full head of long, glamorous, emerald hair. If the newcomer's tantalizing appearance, and ample curvaceousness didn't already have Darkstar wanting her, the frightening amount of mana her aura was putting out would have been more than enough to get his pulse pounding with vast desire.

But it seemed like Darkstar was the only one captivated by this dark enchantress. Angered by the demise of their brother, the two remaining Golems charged at the bat-woman with roars of barbarous fury. The first Golem that reached the woman leapt high into the air, attempting to flatten her delicate frame against its hard, petrous chest. Gravity didn't even have a chance to reclaim the Golem before the woman's wings transfigured themselves into a mass of pointed, snaking tentacles that each shot into the air, and impaled the creature, each making a loud crunching noise as they embedded themselves into its body. As women's wing-tendrils brought the struggling Golem down in front of her, her right hand began to glow with a yellow and dark purple brilliance.

"Soul Fist!"

A flaming human skull made of crackling mana shot out of the woman's fist, and into the Golem's chest. The force of the assault threw the Golem free of the tendrils, but left a few pieces of its anatomy still hanging from their barbs. Aided by the momentum from the attack, the screaming Golem was sent flying backwards until it collided with its counterpart, and the two monsters were shattered into pieces.

Despite having claimed an overwhelming victory against three mighty earth titans, the woman looked less than pleased with her win. In fact, she looked like she was rather bored by the whole ordeal. She let out a deep sigh of disappointment as she transformed her wriggling tentacles back into bat wings, dropping heavy pieces of Golem on the ground.

"I spend hours looking for power signature, and this is what I get for it?" The woman complained with a hint of a Scottish accent. "That fight didn't even last for a minute. Who was the sorry excuse of a conjurer that slapped together that ensemble of-?"

The woman stopped her gripping as she finally noticed Charmcaster, who was feeling a mixture of confusion and apprehension as she tried to figure out who and what she was, and Darkstar, who was struggling to lift up his head in order get a better view of her from his decumbent position. Her gaze went back and forth between the two, as if she was trying to make sense of what must have seemed like a bizarre scenario to someone who had no idea what was transpiring. Then again, the scene was still pretty bizarre even with context.

"Oh, I get it." The woman said as she looked over Charmcaster's choice of garb. "This is one of those weird rituals you human brats do when sacrifice stuff to summon demons like me, right? I suppose you want me to engulf the popular girls at school in the infernal flames of the underworld because they called you fat?"

"You're supposed to a real demo-" Charmcaster paused as the rest of the woman's comment registered in her head. "I'm not fat!"

"Of course, dear. Don't let those mean ol' girls get to you." The woman said halfheartedly. "And yes, I'm a demon; a succubus to be precise. Morrigan Aensland of the house of Aensland. Pleasure to meet you."

Morrigan walked over to Chamcaster while extending her arm to offer a handshake with a smile. The sorceress responded by scowling and shoving her staff uncomfortably close to the succubus' face.

"Charmcaster, remember that talk we had about that awful temper of yours." Darkstar called out from far behind the girls. "I know she's a demon and all, but you could try to be a little friendlier towards-"

Charmcaster momentarily took her staff out of Morrigan's face in order to summon another shrub to grab the top of Darkstar's helmet, and bring it down to the ground with a hollow metal clang. Vines sprung up from either side of his head, and wrapped themselves around it in order to still his tongue.

"Darkstar, if you took a moment to get over your stupid infatuation with this succubus, and used your brain, you'd realise that this is the first time a demon has ever walked this dimensional plane." Said Charmcaster. "Do you think that it's just a coincidence that something like this just happens to occur when Ledgerdomain goes missing?"

"Um, actually, I've been to the human world before." Morrigan corrected as she slowly pushed Charmcaster's staff out of her face with her finger. She didn't even react as the magical energy coursing through it zapped her pointer. "Quite a few times in fact."

"Unlikely," Charmcaster scoffed. "I make it my business to know if magical creatures wander into places they shouldn't be."

Morrigan rolled her eyes. "I'm starting to understand why the girls at school make fun of you. Seriously, this weird roleplaying thing you've got going on is getting rather pathetic. You should try changing your wardrobe, going out to parties, and meeting boys." She turned to look at Darkstar, who was still struggling against Charmcaster's vegetative minions in order to look at the succubus again. "And you should probably refrain from trying to sacrifice them. Men have so many more uses than that."

Morrigan's arrogance was really trying Chamcaster's patience. While she was able to sort of keep her cool while talking to Darkstar, this demon was managing to push all of her buttons. If the circumstances were different, she would have enjoyed trading insults with her, seeing whose wit was superior. But with the fate of her entire home dimension uncertain - possibly torn away from her by some mysterious force for some nefarious plot - she had no time for such idle gossip.

"Tell me what you know about what happened to Ledgerdomain, you vile creature." Charmcaster snarled as she stuck her staff back into Morrigan. "And if the next thing that comes out of your mouth has something to do with 'partying', I'll scour your lips off."

"Little girl, I'm trying to be as friendly as I can be." Morrigan warned as she pushed the staff out of her way again. "But if you keep sticking this thing in my face, I might have to hurt you."

"You think you can stand up to me?" Charmcaster laughed. "I control arcane powers that can bring entire worlds to their knees."

"The same power that made those three worthless Golems I tore apart?" Morrigan countered. "I'm pretty sure I have more magic inside one of my fingers than you do inside your entire body."

"I very much doubt th-"

*POP*

A miniscule burst of magical energy that Morrigan flicked from her thumb smacked Charmcaster right between her temples before she knew what was happening, knocking her to the floor, unconscious.

"I know the thumb isn't technically a finger, but the point still stands." Morrigan said before letting out another big sigh.

Looking even more disappointed than she did after her fight with the Golems, Morrigan prepared to take off into the night sky. As she did, the shrubs holding Darkstar to the ground were beginning to wither and die. With Charmcaster out of commision, her power over the vegetation faded enough so that he could break free of their grip. He tried to get up and run after Morrigan before she could leave, but he was still too weak to stand up on his own. As soon as Darkstar put weight on his legs, they fell out from beneath him and allowed him to crumple down to the floor helplessly.

"Wait," He tried to call out, but he too exhausted to bring his voice above a hoarse whisper. "Please...I need your help."

Fortunately for him, Morrigan was somehow able to hear Darkstar's cries of distress. She stopped flapping her wings, and made her way over to the pitiful excuse for a scoundrel. As she approached, Darkstar could smell her sweet intoxicating perfume.r.

"So...your name's Darkstar, right?" She asked as she helped the withered villain to his feet. "I hope you've learned a lesson about hanging around crazy girls like that. Believe me, there are better people you could associate with."

"You have no idea how right you are." Agreed Darkstar. "And you can call me Michael."

After Morrigan propped him up on his feet, Darkstar was able to balance on his legs for a good four seconds before he fell back down to the ground.

"I'm sorry, I don't have enough strength to stand up on my own." He apologized. "But, if you were to give me just a bit of your power, I think might be able to manage it."

Morrigan raised her eyebrow at Darkstar's inquiry. "That's a pretty bold request to make to a succubus you just met in an abandoned warehouse, don't you think? Besides, I'm not sure you could handle even a bit of my power. It would probably end up destroying you,"

"You'd be surprised." Said Darkstar. "I once handled the power of a god after all. I'm sure I can take it."

"I guess that girl ended up infecting you with her crazy after all." Morrigan said with a light chuckle. "Still, who am I to deny the request of a fellow thrill seeker? Where would be the fun in that?"

Morrigan held out her hand to allow a haze of purple mana to gather in her palm. The haze shaped itself into a small shrieking bat that nestled itself in her hold. Despite the bat's size, Darkstar could sense a sizable amount of mana within its body.

"I'll make you a deal. I'm trying to find someone, but I'm having a bit of trouble locating them. I'll give you this little bit of my power if you'll help me find him."

"For you my dear, I'll hunt them down to the ends of the earth." Darkstar assured.

"Aw, what a gentleman." Morrigan puckered her luscious lips as she brought her palm to her mouth, and blew the energy-bat towards Darkstar. "Be sure to take it in slowly, or you'll end up melting your insides."

The bat squeaked adorably as it fluttered its way over to Darkstar. Paying no mind to Morrigan's advice, Darkstar seized the flying rodent's entire body in his grip, and proceeded to suck it dry. As soon as he devoured the energy, he felt his fist begin to burn as the power started to work its way under his skin. He screamed as a excruciating burning sensation tortured his hand from his fingertips, down to the base of his palm, traveled through his veins, and began to spread down his arm to the rest of his body. As it reached his midsection, Darkstar felt his heart ignite into flames as it beat faster and faster, a wave of excruciating nausea washed over him as a flow of lava began to slowly empty into his stomach, and a pile of heated coals begin to gather in his lungs. Water was beginning to drip from his eyes and his pores as the infernal energy marched up his spine, behind his eyeballs, and gather in his brain.

"Told you,"

While clenching his teeth and his fist, Darkstar tried to force himself to ignore the blazing agony ravaging his body. He was determined to consume the power, and not to let it consume him. Soon after he managed to stop himself from screaming through his closed teeth, Darkstar felt the burning pain start to slowly fade, and his power and beauty being restored tenfold. His helmet was filling up with a bright shining light as the demonic power beating inside of him turned his skin into a lustrous gold color. A rain of loose hair and teeth fell out of his helmet as he removed it in order to share his regained beauty with the world. After nearly being fried from the inside, the cool air flowing through the warehouse was a comforting feeling against his renewed skin.

Darkstar turned to his benefactor, briefly considered draining the rest of her energy, but then decided against it. If he barely survived only a fraction of Morrigan's power, he feared what might happen if she decided to unleash her full potential against him. Besides, he was sure a better opportunity to steal her mana would present itself eventually. Additionally, if he was to accompany her, he would have to try harder to resist her cursed charms; a trial which he found even more challenging than braving the flames within his body. Darkstar was fighting a constant battle keep himself from doing what Morrigan asked out of love rather than to further his newest plan. A plan that would allow him not only to take her remaining mana, but to also enact his long-awaited revenge against his old rivals.

With that in mind, Darkstar decided to turn on his own charm as he asked Morrigan: "Now, who is it that you seek, m'lady?"

"There's no need to get formal with me, Michael." Said Morrigan. "In fact, I would prefer that you would avoid addressing me like that. I get enough of that at home."

"Very well then." Darkstar agreed. "Who are you looking for?"

"Some guy named Ben Tennyson, or something like that. Have you heard of him?"

A wicked smile spread itself across Darkstars golden face. Things were falling into place almost too well. "Yes, we've...encountered one another on a few occasions. I think I can arrange a meeting between the two of you. But you're going to have to do exactly as I say…"


	4. Chapter 4

10:30 P.M.

An apartment complex in Downtown Bellwood; on the seventh floor

Stinging irritation spread across Ben's entire body like a rash as lemon juice, salt, orange peels, and many other ocular irritants pelted the multiple eyes covering his skin. He groaned in agony as he blindly staggered out of the room while the scared tenant continued to throw garbage at him. Between tripping and falling on the tacky shag carpeting in the hallway, and the further agony he felt as the eyes on his back landing on said shag carpeting, Ben deeply regretted transforming into Eye Guy – A humanoid wingless bat creature covered in eyeballs – before checking the room for the convict from the Null Void. The Omnitrix finally decided to time out and turn him human few seconds later, sparing Ben's eyes from further torment.

"Yeah? Well don't think I didn't see that landfill you're keeping in your kitchen." Ben yelled at the tenant as he slammed the door behind him. "Your Landlord and I are going to have a long talk about your lease, buddy."

Fighting the urge to rub his agitated eyes, Ben picked himself off of the floor, and felt his way through the hall until he came upon a drinking fountain. As soon as he managed to wash his eyes out enough to dull the pain, he received a call on his communicator.

"Please tell me you found something, Rook." Ben implored as he answered his partner's call.

"I am afraid not." Rook replied. "I have already searched three floors, and so far, none of the tenants have reported seeing any signs of hostile aliens, or anyone suffering from any conditions identical to Psyphon's. How is your search faring?"

"I found another reason to hate the bad part of Downtown in room #705." Ben said as he walked down the hall to the elevator. "It's like we somehow managed to find the one place in Bellwood where happiness goes to die. I've yet to meet anyone in the past hour who didn't completely flip out when they answered the door."

"You did not happen to change into one of your alien forms before knocking on each door, did you?" Asked Rook.

"No," Ben lied before admitting: "Maybe…well what was I supposed to do if I opened the door, and found a guy getting his brains sucked out by some Null Void monster? It's better to ask for forgiveness than permission anyway."

"There are still many earth idioms I have yet to understand, but I am fairly certain that is not how that particular saying goes." Said Rook. "In fact, I believe the opposite is supposed to be true."

"If everyone kept asking for permission, we'd barely get anything done." Ben argued as he pressed the call button for the elevator. "You know where I'd be right now if I had to ask permission to smack around bad guys? In school, learning how to write in cursive or something."

Ben heard Rook let out a huge sigh into his communicator's receiver. "As much as I would like to correct your flawed insight of earth's education system, I think it would be best if I discussed what I found when I took a closer look at the readings we took of the apartment complex."

"Did you find out why this entire building is lousy with Null Void radiation?" Ben asked. He began to tap his foot impatiently as he continued to wait for the elevator to open up. Who was the jerk screwing around on the eighth floor, he thought as he looked at the queue of stops the elevator had to make.

"Well, the good news is that you were wrong to suspect that the creature had multiplied, and claimed the building as the epicenter of its invasion of earth."

"That's a relief." Ben said, though secretly, he was a bit disappointed that he wouldn't be able to live out one of his favorite B-movies: The Infiltration of the Transgressors from Dimension Y. "I kinda don't want to know, but is there any bad news?"

"Unfortunately, it appears that the tracking program Blukic and Driba created was not properly calibrated to perceive and differentiate between the various ranges on the radiation spectrum found on Earth. Furthermore, the UI is not allowing me to adjust the-"

"Care to run that by me again in English, Partner?"

"I was under the impression that I just did."

"That's not what I…when someone asks you to repeat something in English, they want you to say it without using a bunch of big words."

Rook paused for a moment before speaking again. "Speaking as someone who has gone through so much trouble to learn basic human English, that is the most pretentious and arrogant thing I have ever heard."

"Well yeah, when you put it that that way…"

"Basically, the application does not seem to be able to tell the difference between Null Void radiation, and more common forms of radiation produced by everyday household appliances."

Ben's face contorted into a hard grimace as a new feeling of irritation stacked on top of the frustration of waiting for the elevator car. What the heck was going on the eighth floor? "Are you seriously telling me that I was nearly blinded by Tabasco sauce over some guy's stupid microwave?"

"Not necessarily," Said Rook. "Other likely sources of common radiation are cellular telephones, outdated television sets, heaters…"

"That's not making me feel any better, Rook." Ben interrupted. "Does this mean we have to go door-to-door looking for this thing now? Please tell me we don't."

"That would be a waste of time" Rook replied. "It is highly improbable that we will be able find the fugitive without some sort of lead or assistance. The only way to find it now will be to wait until the next time it decides to show itself."

"Yeah, alright." Ben agreed. "I'll meet you outside near the truck…as soon as this stupid elevator decides it wants to come to my floor."

"Why not use the stairs if waiting is bothering you so much?" Rook asked.

"Because the whole point of me riding the elevator is so I save time by not walking."

"But in the time you have spent waiting for the elevator, you could have reached the floor level by now."

Ben struggled to find an argument for Rook's very sound logic for a few seconds, gave up, bade him a bitter 'good bye', and put away his communicator. Out of spite, he decided to remain waiting for the elevator car, and continued to wallow in his impatience as it refused to leave the eighth floor.

As another ten dull uneventful minutes dragged by, Ben had reached a near-catatonic state of boredom before a ring heralded the long-awaited arrival of the elevator. Its metal doors receded to reveal a teenaged girl with slightly unkempt, shoulder length, golden blonde hair dressed in a school uniform Ben did not recognize. She was leaning against the wall of the elevator car, looking just as bored as he was while he was waiting.

The elevator's doors slowly closed shut behind Ben as he entered the car. He was just about to push the button for the ground floor when he noticed the girl staring at him with her brow sort of furrowed.

"You know, you look familiar." The girl said to him. "I swear I saw your face somewhere before. Were you in a TV commercial or something?"

"Something like that, yeah." Ben lifted his forearm vertically to allow the arm of his hoodie to slide down, exposing the Omnitrix for the girl to see. He tried to flex a little before realizing that she wouldn't be able to see his muscles.

Upon seeing the alien device, the girl's face instantly lit up with excitement. "No way! You're that guy! The hero guy who turns into aliens to save the world and stuff. Ben 10, right?"

The girl's words of acclaim caused Ben's ego to rapidly swell to the point of bursting out of his head, forcibly ejecting any lingering traces of the frustration he was feeling earlier, and replacing it with a strong sense of hubris.

"That's right." Ben said with a small nod and a cocky smirk. "Although the last time I checked, I've saved a bunch of other worlds, a couple galaxies, and pretty much the entire universe. All in the last week or so, but who's counting at this point?"

"This is way too cool." The girl gushed. "Hey, if you don't mind, do you think you could turn into one of aliens for me. I wanna take a picture."

"Don't see why not." Ben agreed. He turned his arm around so that he could open up the Omnitrix's faceplate, revealing a green dial decorated with tiny mug shots of his many different extraterrestrial personas. "Which one do you what? Ditto? Upchuck? Spider-Monkey?"

The girl brought her finger to her lips as she thought about it. Then she decided: "I want to see your biggest, scariest, strongest guy."

Ben's smile flattened out as he pursed his lips in apprehension. "Yeah, I don't think there's enough room in here for me to do that. The city council made me promise not to turn into Waybig for a while after the Incursion invasion. Plus the local elevator repairman's union has been on my case about wreaking their handiwork, and the bills they keep sending me are really starting to cut into my allowance."

The girl raised her eyebrow "The great Ben 10 is afraid of city hall? What are they gonna do if you ignore 'em? Move a petition to give you a stern lecture at their next meeting?"

"That, and they could also take away my key to the city, my Mr. Smoothy discount, my reserved parking spot at every Mr. Smoothy location, and they might even make me start going back to school again. There's a lot they could do if they catch me going back on my…"

The strong sense hubris Ben was feeling quickly flipped into awkwardness as the girl suddenly took his hand, and drew close until her face was only inches away from his. Ben was about to shove the girl off of him until he glimpsed her dark crimson eyes, and smelled the intoxicating aroma of her sweet perfume. Ben suddenly began to feel a lot calmer and strangely more comfortable with the girl invading his personal space.

"Come on, please do it for me?" The girl purred as she stroked his cheek. "I promise, I won't tell anyone if you do."

Even though her begging hadn't really changed, Ben felt the girl had suddenly become a lot more persuasive than before. Her voice sounded more melodic this time, something about it felt oddly soothing as it massaged its way through his ears, floated down into his chest, and resonated with the deepest core of his being. It was as if she was speaking in the language of Ben's soul. Still, as savory as the girl's cooing was, it still couldn't compare to a half-priced grasshopper smoothie in the Mr. Smoothy parking lot in the middle of what should've been a school day. He turned away from the girl in order to face the wall of buttons hanging next to the elevator's door.

"Tell you what," Ben said as he pressed the button for the lobby. "When we get outside, I'll turn into Humongosaur for you. Sound fair?"

The girl looked a bit crestfallen from hearing Ben's answer. "Yeah, I guess that's fine." She sighed. "Hey, out of curiosity, which side of this elevator is closest to the street?"

Ben made a confused face at the girl's obtuse question. "Uh…I guess the one on my left is. Why?"

Pure unfiltered adrenaline shot into Ben's arm as it flew off the elevator button, and hard onto the Omnitrix's faceplate the very second he saw the girl's hand begin to glow with a sinister gold and purple aura. Whatever the girl yelled as she fired the skull-shaped blast of energy at him was lost in a chaotic symphony of crumbling brick, and screeching metal as the attack forced him through the elevator's wall with the concussive force of a runaway freight train. Ben's head was both figuratively and literally spinning as he tumbled through walls, pipes, and glass, much too disoriented to really feel any pain from the ordeal, or even to recognize which random alien the Omnitrix had turned him into.

When he finally stopped falling over himself, and gained enough coherence to function adequately, Ben felt that his body had become a bit tender from crashing through the apartment's walls, he had an almost uncontainable urge to puke his guts out, he realized that he now needed to make another check out to the elevator repairman's union, he had been thrown outside of the building, and that he was currently in the middle of falling down to the street from seven stories in the air. All in that order.

As soon as the last realization dawned on Ben, panic quickly consumed him as he began to flail madly in the air, screaming in terror. When he opened his mouth to yell however, what came out wasn't the cry of a teenaged boy, but of some sort of giant cockatoo letting out its death rattle. Upon hearing his own mixed-up shout, Ben suddenly remembered that he had transformed into an alien just a minute ago. With only four stories to go before he hit the ground, he quickly looked himself over to find out which alien he had become, and figure out how its abilities could save him from becoming pavement pizza.

Judging from the long beak sprouting out from his face, the green bracers on his arms, and the harness that strapped a powerful winged jetpack to his back, Ben let out a caw of delight as he realized the Omnitrix had turned him into Astrodactyl, an alien that looked like a cross between a parrot and a pterosaur.

"Well, at least one thing went right tonight." Ben squawked as he fired up his jetpack just in time to save himself from diving headfirst into the roof of a taxi. He guided his harness to propel him rapidly into the air, back towards the hole he made in the seventh floor of the apartment building.

Even with his mind still a bit scrambled from the fall, Ben still tried to figure out what exactly happened back in the elevator. Who was that girl? Why did she want him to turn into an alien so badly? What was with that weird energy blast she threw at him? And…was that her preparing jump out of the hole in the building?

The answer to that last question was quickly answered as the girl fearlessly dove out of the hole, twisting and tumbling through the air with the elegance and precision of an Olympic high diver. Ben was beginning to wonder if his vision had been damaged somewhat from crashing through the apartment, because the closer the girl fell towards him, the more her body looked like it was becoming a blurry, vaporous, multicolored haze; almost like a mirage. As the haze began to clear up, the girl no longer resembled a teenager, but an older looking, green-haired woman who looked like a skimpy cosplayer from one of those Japanese conventions Ben read about. Her choice of dress was focused on some weird purple and black bat motif, with bat wings on her back, head, and even leggings with a bat pattern on them. Despite her transformation, the woman had not lost the stunning beauty that captivated Ben in that brief moment in the elevator. In fact, he could swear that she had magically become even more attractive than before, with bewitchingly sculpted features, and a sort of elegance that-

"SOUL FIST!"

Ben snapped out of his trance just in time to barely veer out of the way of another energy skull. The heat coming off of the shot almost scorched his arm as it rocketed past him, exploding as its trajectory brought it on a collision course with a billboard sign.

Ben had no time to check his forearm for burns before he had to avoid a high speed dive kick to the chest. Missing her target, the woman somehow managed to stop herself in mid-flight long enough for one of her expansive bat wings to quickly shape itself into a wicked-looking blade, and slash Ben's face. Ben turned his head just in time to let the side of the blade harmlessly stroke his cheek, only for the woman to spin around and deliver another sharp kick on the other side of his skull.

With his defenses breached, the woman once again brought herself close to Ben in order to embrace him, wrapping her arms and legs around his body tightly. Instead of whispering to him in seductive tones like before, she brought both of their forms into a corkscrew dive towards the ground, using her wings to accelerate their decent.

While he was unable to break free from her hold, Ben was far from helpless. Opening both Astrodactyl's beak and throat, he felt something warm travel up his esophagus as a bright green burst of energy shot out of his maw, and detonated in the woman's face. The woman cried out in pain as her visage was burned, inadvertently loosening her grip enough so that Ben could free himself. With a little bit of effort, he escaped her hold just before she hit the sidewalk with the crown of her beautiful head.

"Was all of that worth bailing on a five minute elevator ride?" Ben asked as he touched down close to where the woman had crashed.

As Ben landed, he was surprised to see the woman already pulling her head out of the one-half foot of concrete she was stuck in, and getting to her feet. Save for a hint of a scorch mark on her cheek, she appeared completely unfazed and undamaged by any of Ben's attacks. As she stood upright, the woman ran her long, delicate fingers through her voluminous jade hair to remove any debris stuck in it.

"Well, I suppose it wasn't too bad for a warm-up," The woman replied. She spoke with an accent that Ben had a hard time identifying. (He narrowed it down to either being Welsh, Irish, or Scottish.) "But if you're really the all-powerful fighter that Simon guy was talking about, he was either exaggerating, or you need to stop holding back and start fighting like you mean it."

"Simon? Who the heck is Si-" Ben said before he suddenly realized who the woman was talking about. "Wait! Do you mean Psyphon?"

"Right, Psyphon, that was his name." The woman said, snapping her fingers as the name came to her. "I met him and his friends when I came through the gateway to the human world. Too bad he couldn't fight as well as he could move his mouth."

"Then you're the one who escaped from the Null Void."

The woman gave Ben a confused look. "Null Void? Is that anything like that 'ledge dome' place that that Charmcaster girl was talking about?"

"What does Chamcaster have to do with…Okay, back up." Ben said, holding out his arms with his palms open. "Just how many supervillian plots are you involved in?"

"None that you have to be concerned about right now, Ben 10." The woman said with a giggle. "What you should be focusing on is trying to make this the most exciting battle I've had in a decade. That means taking off your kid gloves and actually trying to fight me."

"No, I think we'd better focus on throwing your butt back where it came from. Especially after what you did to Psyphon."

"What, you mean putting him to sleep? What's so wrong about that?"

"Try everything. Psyphon may have been a scumbag, but he didn't deserve what you did to him." Ben paused to consider what exactly he had just said. "Okay, maybe a little, but not like that. Now, am I going to have to throw you back to the Null Void the easy way, or am I going have to do it the hard way."

A large devilish grin spread across the woman's face as she considered Ben's challenge. "If the hard way involves you coming at me with a murderous fury that can only be sated with the sound of my bones snapping, the feeling on my soft flesh being torn apart in your hands, the taste of my blood pumping out of my heart after you've torn it out, and the sight of the last desperate flicker of life disappearing from my eyes, then yes; I would like the hard way. Very much so."

The woman's very vivid description of carnage left Ben with an expression that contained one part confusion, and two parts disgust. "Yeeeeeaaaaah, as a hero, a Plumber, and –you know – a relatively decent human being, I'm pretty sure I'm not allowed to do…ANY of that."

"Then why even offer to do 'the hard way' if you're not going to go all out and make it interesting?" The woman asked, folding her arms in disappointment.

"It's supposed to intimidate you, not interest you."

"Ripping flesh apart is intimidating."

"Forget it! You're going back to the Null Void alive, and that's final."

To Ben, that last sentence felt extremely weird to say. He had never threatened a bad guy by telling them how he WOULDN'T hurt them before, and hopefully, he wouldn't have to ever again after this whole ordeal was over.

"I guess it doesn't matter anyway." The woman sighed. "By the end of the night, you're either going to have to give up on those silly little ideals of chivalry and fight me properly, or wind up dead."

"I think I'll take my chances with the slightly more peaceful option." Ben decided.

"Suit yourself," The woman said with a shrug. "My name is Morrigan Aensland by the way. It wouldn't do for you to die without knowing who took your life, would it?"


	5. Chapter 5

Morrigan was the first to make a move as she launched herself into the sky, kicking up a gust of wind that threw Ben flat on his back. Looking up at the starry night sky, he saw her reach the apex of her ascension, casting a sumptuous silhouette in the brilliant light of the moon. Her shadowy form tucked its head into its head, folded its arms and legs, and transformed its bat wings into a wriggling mass of pointed tentacles. The lashes scattered and stretched from Morrigan's back, and shot towards Ben like a rain of sharpened spears thrown by angry savages.

Ben let out a startled squawk as one of the tentacles bored into the sidewalk just inches away from one of Astrodactyl's wings. As he rolled on his side to avoid getting skewered by several more tentacles, he lit up his jetpack once more, and pushed his arms and legs against the ground in order to lift himself into the air. But instead of flying away from the limbs shooting towards him, Ben chose to fly directly into the fierce storm of tendrils, heading straight for Morrigan. His flight was fraught with peril as he hastily twisted and turned in every direction to dodge the oncoming hail of javelin-like appendages.

But even with Astrodactyl's natural aerial agility, Ben could not completely elude them all. As he moved to dodge a bushel of skewers seeking to punch a hole through his gut, one managed to strike him from behind, and leave a nasty cut along the length of his back. As he flinched at the pain, another attack managed to slash his arm. Astrodactyl's bracer protected him from getting another gash, but it still managed to bruise him, despite his protection.

Doing his best to ignore the painful sting of his wounds, Ben found himself closing in on Morrigan. Taking notice of his progress, Morrigan balled her right hand into a fist, and began to summon the purple and gold magical aura needed for her energy attack. Seeing this, Ben activated the gauntlets on both of Astrodactyl's arms in order to produce two glowing green whips made of plasma. Before his opponent could react, he swung one of the whips, and coiled it around her arm. Morrigan yelped in alarm as he pulled her out of the air with a strong yank, forcing her to fall towards him.

"There we go." Ben said as he readied his own fist to punch Morrigan in her smug face.. "Hook, line, and…"

Just before he could touch Morrigan, one of the tentacles passing by Ben's head quickly sprouted a giant, four-fingered, cartoony hand from its pointed tip. As soon as Ben laid eyes on it, the hand knocked him away with a flick of its thick rounded fingers, causing him to release his hold on Morrigan. Freed from her plasma shackles, the bat woman resumed building energy around her fist, taking aim at Ben as he continued to tumble through the air.

"SOUL FIST!"

The magical blast of skull-shaped energy streaked through the air with a bright purple trail of light as it flew from Morrigan's fist, and detonated right between Ben's shoulder blades. He screeched in pain as the blast hit his scarred back like a flaming meteorite, sending him plummeting down to earth once again. He was descending so fast that he didn't have a chance to reignite his jetpack before he crashed into a parked SUV, bounced off the hood, tumbled over the roof of a corvette, tore right through the side of a big rig, and fell to the ground on his stomach.

Ben let out an anguished groan as his cuts and burns tried his pain threshold. Ignoring his aches as best as he could, he began pick himself back up on his feet, only for something to drop down on his back -right in the spot where his wound was - and slam him back to the ground. As he crowed in agony, a cruel feminine cackle coming from above his head let Ben know that he had Morrigan to thank for that.

"Are you having as much fun as I am right now?" She asked cheerfully.

"Oh yeah, I'm having a blast." Ben confirmed sarcastically. "Bring your head right in front of my beak so I can tell you about all the fun I'm having."

"You know if you were to cut loose, and get a little more bloodthirsty, you might start to actually enjoy yourself." Morrigan suggested.

"No thanks," Said Ben. "I have my own ways of having fun."

As soon as he finished his sentence, Astrodactyl's jetpack unleashed a massive pulse of plasma energy from its thrusters, surprising Morrigan as she was thrown backwards into the side of the big rig.

"See? Now I'm having a good time." Ben declared. "Now I might not be able to get too rough with you, but I can still leave you feeling pretty sore."

With his right hand, Ben reached for the Omnitrix badge on his left shoulder, and slapped it. A burst of green energy enveloped him, changing the shape and structure of his body from Astrodactyl's skinny form to that of a bulky, muscular, twelve foot tall lizard man with brown scales, black tights, and a bandolier with the Omnitrix badge stuck to it. In this bigger, stronger form, Ben's tolerance for pain was vastly improved, making it possible for him to almost completely ignore his injuries from earlier.

"In fact," Ben said in a deep, sort-of gravelly voice. "You could say Humungousaur."

With that bad joke leading his attack, Ben tried to crush Morrigan against the big rig with a strong punch. However, Morrigan proved to be quicker as she leapt into the air, past his fist, and delivered a flying kick to his giant throat. Ben gagged and coughed as he lost his balance, and toppled over backwards, hitting the back of his head on a lamp post. Even with Humongosaur's resistance to pain, the fall still managed to hurt his head.

"I appreciate you changing into a stronger form for me to fight." Morrigan said, hovering just above Ben's chest. "But couldn't you have choose something less clumsy, and a little faster?"

Ben responded by swiftly trapping Morrigan between his hands with a loud clap. She didn't even have time to scream before she was smashed between his palms.

"That fast enough for you?" Ben asked with a smirk.

But no response came from between Ben's hands, nor any kind of movement.

"I said, was the fast enough for you?"

Still no response.

"Hello?"

Nothing.

Egged on by anxiety, curiosity, and an inkling of legitimate concern, Ben got back up on his feet, brought his face close to the crease between his hands, and opened it just wide enough to peer through. As soon as he opened his hands, a dark cloud forcefully poured out of the opening, and washed over his head like a crashing wave. He was blinded as the fog blotted out his field of vision, and deafened as the sound of leathery wings flapping and painful shrill screeches sounded in his ears. He felt something or some things moving inside the haze constantly trying to tear at his scaly hide with something small and sharp. It didn't take Ben very long to realize that this "cloud" was actually an angry horde of screaming bats scratching him with their fangs and claws. He tried to swat at the pests with his massive arms, but the bats were so hard to hit, he might as well have been trying to slap an actual cloud.

The winged rodents continued to swarm and harass Ben for about half a minute before they suddenly decided to cease their attack, and withdraw. Ben was about to let out a sigh of relief before he started to feel a familiar uneasy sensation in the pit of his stomach. Apparently, the bats had somehow managed to carry his massive body about forty feet into the air, simultaneously blinding every one of his senses as they lifted him so he would be none the wiser. This being his fourth time falling from a great height, Ben couldn't manage to bring himself to muster enough enthusiasm to scream this time, nor was he particularly concerned for his life. Instead, he just said, rather flatly: "Seriously?"

As he plummeted to earth once more, Ben saw the flock of bats fly down past him, and converge on the roof of the two-story building he was about to land on. As they gathered on the rooftop, they began to fly in a new pattern that looked less like a cloud, and more of a vaguely human shape. The formation of vermin then began to join together with one another in order to give their new shape features, such as hands, legs, a torso, and a very familiar face. Their pelts began to shimmer as their color began to shift - not unlike a chameleon - into a collection of purples, greens, tans, blacks, and reds. As the last two bats attached themselves to her head in order to form her vestigial wings, Morrigan had finally finished reconstituting herself. She set her feet down on the rooftop, she looked up to see Ben falling, positioned herself so that she was directly below him, smiled, waved, and turned her wings into another mass of pointed tentacles that reached out to catch him in the air.

That got Ben heart racing.

With the tentacles coming closer and closer to impaling him, Ben started to frantically swat at his chest as he tried to calm himself down enough to accurately hit the Omnitrix with Humongosaur's big clumsy hands before he became the world's worst pin cushion.

"Bigchillbigchillbigchillbigchill!" Ben begged hysterically as his finally made contact with the alien device, and a bright green flash engulfed him.

But not before one of Morrigan's sharpened limbs found its way into Ben's stomach, sliced its way through his insides, and punctured its way through his back

As the tendril penetrated him, Ben could feel the thing squirming inside his belly…yet oddly enough, he couldn't feel any of the pain that should have gone with it. In fact, he couldn't even feel any sort of a stomach inside of him, or much of anything else for that matter; just the sensation of Morrigan's projections harmlessly skewering him.

"Huh," Ben looked himself over to see that his body was now entirely made up of sand-colored, ragged, bandages, save for the black and green bracers anklets on his wrists and legs, and a large Egyptian-looking headdress that sat on his shoulders with two bright disembodied green eyes staring out of it from behind a veil of shadow. Basically, he looked like a mummy that was all wrappings and no body. "Snare-Oh, huh? It's not Big Chill, but I think I can make it work."

As soon as his feet hit the roof, Ben called upon Snare-Oh's powers of elasticity to stretch his papery hands and arms into a giant angry mouth ready to snap up Morrigan with teeth of gauze. The bat woman fought back by slicing up his palms with her bladed attachments, but the wounds she cut into his bandaged hands quickly healed themselves the moment her attacks exited them. Morrigan was basically rendered helpless as Ben's fingers wrapped around her sultry frame, and encased her entire body in a full-body cast, save for her head.

As Ben drew back his outstretched arms with Morrigan entwined in his grip, he expected to see a look of defeat and humiliation on her face, but instead found her looking quite…satisfied.

"Mmmmmmm, that feels soooo good." Morrigan moaned in a voice dripping with ecstasy as she squirmed in her restraints, panting wildly. "Squeeze my leg harder, baby; I want it to hurt."

Ben narrowed his discorporate eyes at his captive in contempt. "You couldn't let me have this victory without making it weirder than it had to be, could you?" He growled.

"Hey, I didn't ask you to turn into a walking pile of bondage gear, did I?" Morrigan pointed out. "Now then, if you don't mind, could you please tend to my leg?"

"How about you tell me about what kind of deal you have going with Charmcaster, and why you killed Psyphon."

"He's not dead. I told you, he's sleeping."

"Lady, I've flushed enough goldfish to tell whether something is sleeping or dead. Pull the other bandage."

"He IS sleeping." Morrigan insisted. "I haven't been to the human world in about a decade, and I wanted to know the best fighter it currently has to offer. So I took a peek into Psyphon's dreams to find someone. I figured as weak as he was, he would be the sort to hide behind somebody powerful to protect him."

"You looked into his dreams?" Ben repeated skeptically.

"It's a talent of mine." Morrigan elaborated. "I can taste and experience the dreams of mortals while they sleep. But with Psyphon, I looked into his subconscious while he was awake so I could take a peek into his memories. And whenever that happens, I end up leaving people a bit sleep deprived…or very sleep deprived. It's kind of inconsistent."

"So why did through all that trouble instead of just asking Psyphon about who's the strongest?" Ben asked "I'm sure you could've got him to tell you about me if you just threatened to pinch him, or something."

"Believe me, my way was faster. Besides, his mouth was busy trying to offer me a cut of his bounty, and I wasn't in the mood to mince words with him. I don't have much patience for weaklings and boring people. Especially when they're one in the same person. Ugh." Morrigan wrinkled her face in disgust at the thought, then continued.

"Anyway, there were two fighters Psyphon considered to be the strongest: some guy named Vilgax, and you. And though I do have a weakness for guys with tentacles, you were the closest challenge. Plus, fighting someone who can become more than 10.000 different opponents sounded far more exciting."

"And why should I believe any of this?"

"Well, I could demonstrate for you."

"I think I'll pass on…on…"

Ben was suddenly at a loss for words as his mind abruptly emptied itself. Instead, his thoughts returned to appreciating just how beautiful, and how alluring Morrigan's eyes were. He couldn't recall seeing anything that could come close to comparing to her gorgeousness. Even with her being wrapped up in his hands right now, Ben couldn't be satisfied with simply touching her, nor could he stand to have her just at arm's length. He needed to be closer to her. Slowly, he brought Morrigan's body close to his chest, savoring the smell of her perfume as she came closer and closer.

With their faces only inches apart now, Ben couldn't be happier. If he had an organ in his body that resembled a heart, it would probably be melting away as Morrigan flashed him a cute smile, and drew close to his head dress. Even through his helm, Ben could feel her soft plump lips pressing ever so softly against him to peck him. If he could draw a picture of what it felt like to have Morrigan kiss him it would be…it would be…an infestation of maggots crawling and burrowing into the folds of his brain.

It was then that Ben woke up from whatever hypnosis Morrigan had put him under, and angrily tore her away from his face. But as he did, a feeling of drowsiness started to spread throughout his body, and slowly quelled his ferocity. Ben felt very sleepy all of a sudden, barely able to keep his eyes open, or to keep up the strength necessary to keep Morrigan restrained in his grip; a fact she was more than willing to exploit. Finally granted the space she needed to change the shape of her wings, Morrigan turned them into a couple of scythes that worked together to cut her free from her cocoon of bandages.

"Ah, that was a nice break, Ben." Morrigan said as she stretched her arms out above her head. "But now it's time for us to get back to the main event."

Before Ben could even think of a way to attack Morrigan – physically or verbally – his train of thought was postponed by the sound of cloth being torn right next to his ear. He looked to his left just in time to see his arm falling uselessly to the ground like a discarded handkerchief as a giant blade sliced its way through his shoulder. He didn't even have time to react to his injury before he heard another ripping sound, followed by a sudden loss of feeling in his right arm.

"Hey," Ben cried angrily as he turned to face Morrigan. "I needed those!"

"I wouldn't worry about that too much if I were you." Morrigan said as she slowly strode over to Ben, "Pretty soon, you won't have much use for anything anymore, no thanks to that moral high ground you keep clinging to."

As Morrigan continued to advance, Ben looked again to his shoulders, which for some reason continued to remain free of his missing limbs, and showed no signs of regeneration.

"Hey arms," Ben called out to his stumps. "I could really use a hand here. Preferably two in the next few seconds."

In response to his plea, a couple dozen small strips of gauze sprouted from either of Ben's stubs. On his armless torso, they looked like ribbons on the handles of a little girl's tricycle. Morrigan stopped walking for a second as she snickered at the development.

"Oh, great," Ben groaned. "Just in time for cheer tryouts."

"Don't be too hard on yourself. Your body is just exhausted from our little…" Morrigan let out a girly giggle in between her sentence. "Close encounter. It's not uncommon for some guys to find it difficult to perform afterwards."

Ben let out another groan at Morrigan's inappropriate pun. "Look, mutilate me all you want, but can you can it with the weird innuendo?"

"Why? Does it bother you? Does it make you uncomfortable?" Morrigan asked, giggling even more. "I bet can make you feel even more uncomfortable."

With Morrigan less than a foot away from him, Ben tried to kick one of his stretchy feet at her. But with his reflexes compromised by his drowsiness, he completely missed her, and his kick flew right over her shoulder. Before he could draw it back, Morrigan grabbed Ben's leg and gave it a hard tug, forcing him to fall over backwards..

Now standing over his torso, Morrigan bent over Ben's waist to examine the Omnitrix, which was installed on Snare-Oh's belt. "This thing lets you transform, right? What happens if I make you turn into something with your arms missing like this?"

"Nothing." Ben replied. "Unless it decides to do that thing where it leaves me with the damage my aliens take. In which case, don't mess with it."

"So you're not sure then?" Morrigan said as she circled her finger around the Omnitrix, not touching it, but very close to doing so. "Well, why don't we find out?"

"Wait! Don't-"

Almost immediately after Morrigan placed her pointer finger on it, she shielded her eyes with her wings, and fell backwards as the Omnitrix flashed a burst of green light directly in her face. The light show also managed to revitalize Ben's body, allowing him regrow his arms. Completely restored and back on his feet, he looked down at Morrigan, who was rubbing her eyes, still trying to recover from the flash.

"Gotcha!" Ben taunted. "Thanks for the DNA, Morrigan. Now let's see how you like getting a taste of your own…"

Ben's gloating was cut short as the Omnitrix let out several beeps followed by a loud electronic buzzing noise.

"Error: Provided DNA sample is unrecognized by the Omnitrix operating system." The Omnitrix reported in a computerized voice. "It may have been corrupted, or damaged before scanning. Please sterilize, and try again."

"Unrecogni-WHAT DO YOU MEAN 'UNRECOGNIZED'?" Ben demanded. "Since when do you have trouble scanning alien DNA?"

"Probably because I'm not an alien." Morrigan answered. "I'm a succubus."

"Is that supposed to be a species, or something I'm not supposed to know about until I'm older?" Ben asked.

"Depends on who you ask." Morrigan said before quickly leaping to her feet, and leaping into the air to deliver a fierce uppercut underneath Ben's head dress. Midway through the attack, a huge blade extended from Morrigan's forearm, and carved Ben's chest open. "SHADOW BLADE!"

Fortunately, with Snare-Oh's regenerative powers working again, Ben was able to fix himself faster than Morrigan could cut him. So fast in fact, that he ended up healing himself over her fist, ensnaring her in his chest.

"Now that I'm back in top form, your old strategy isn't going to 'cut' it anymore, Morrigan." Ben laughed. "You're going to have to try something…wait…why are you smiling like that?"

"SOUL FIST!"

As soon as the words left her lips, Ben felt something warm begin to build up and expand in his chest. He looked down to see his torso gradually inflating as an ominous purple light shone out from the widening gaps in his bandages.

"Oh," Was all he had time to say before his entire body erupted in a phenomenal explosion of light and confetti.

Ben only caught brief glimpses of the blaze, as his head dress - the only body part that survived the detonation - flew away from the blast zone while spinning through the air. He ricochet off a building, down a fire escape, and on a garbage bin before landing on a busy sidewalk packed with people. Coincidentally, the belt holding the Omnitrix came down right next to him. As he slowly started to regenerate his body – taking the belt with the Omnitrix into his form – everybody walking past him stopped in their tracks, and watched in bewilderment as a bizarre alien mummy head started to grow a body out of its neck. Everyone watched Ben heal himself, with eyes and mouths wide open, not speaking a word until a small girl clutching a doll decided to say something.

"Are you Ben 10?" She asked.

"Depends." Said Ben. "Are you a sica…succy..suka…a weird bat woman disguised as a little girl?"

The girl thought for a moment before replying: "No."

"Then yeah, I'm Ben 10." Ben admitted. "Hey, can you, your mommy, and everybody else clear out of here ASAP? There's gonna be a mean ol' lady coming here soon to fight me, and I'd hate to see you get hurt."

"Is that her?" The girl pointed over Ben's head, towards the building he was just knocked off of.

Sure enough, there was Morrigan, hovering in the air with her great bat wings. Her eyes scanned the crowd until they fell upon him, -not like finding a giant mummy in a crowd of humans was a difficult feat – and an evil smile crept across her face. Without warning, a barrage of missiles shot out from her wings, and streaked through the air on a beeline towards Ben.

"She has missiles too?" Ben exclaimed in disbelief. He looked down at his belt to address the Omnitrix. "Why couldn't let me transform into that again?"

"Provided DNA sample was highly unstable and was in constant fluctuation." The Omnitrix explained. "It was impossible to analyze the sample with the present-"

"English please?"

"The default language of this Omnitrix is currently set to American English. Did you mean Old English, or…"

"Don't you start with that too,"

The missiles were now starting to come uncomfortably close to hitting their target. Ben was confident that he could survive the detonation, there were still innocent bystanders that could get caught in the crossfire. Most of them had already ran away screaming, but a good number of them were too scared to move, including the little girl with the doll. He couldn't let them get caught up in this.

Thinking fast, Ben put himself between the crowd and the missiles, and stretched his arms out to his sides until they each grabbed ahold of of a lamp post. When he was sure that each hand had a firm grip on their post, he detached them from his body, leaving strips of bandages connecting them together to create a net. As the missiles collided with the net, they were only able to push ahead so far before they were deflected back at Morrigan.

As he watched the projectiles fly back towards their master, Ben eagerly anticipated an explosion twice as big as the one Morrigan made with his body. But as the missiles collided with their new target…nothing happened. Morrigan, who didn't even attempt to elude the explosives, continued to hover overhead as each of the missiles simply disappeared inside of her – like rain falling into a lake – without so much as a spark.

"Oh, you've got to be kidding me!" Ben protested. "That's not fair."

At that moment, the Omnitrix sounded the dreaded beeping noise that indicated that it was about to time out. In a flash of red light, Ben was inconveniently reverted back to his regular human form.

"You were just waiting for me to say that, weren't you?" Ben asked the extraterrestrial watch.

The situation for Ben had suddenly changed. Now was no longer the time to be a hero; it was the time to run away until the Omnitrix decided it was time for him to become a hero again. It wasn't that he was afraid of Morrigan now that he was virtually defenseless, it was that he that he didn't think that there was much he could do against a foe who could slice him in half before he could lift a finger against her. Besides, after seeing the glimmer that appeared in Morrigan's eyes the second he became human again, it was clear that she didn't intend to go easy on him just because he was at a momentary disadvantage.

As Ben ran away, and tried to blend into the crowd fleeing from the earlier missile attack, he could faintly hear the beating of wings over the screams of the civilians. He couldn't see Morrigan flying overhead when he looked into the starry night sky, but he could tell she was close, waiting for him to tire out so she could finish him off.

It was then that Ben decided that he couldn't just wait for the Omnitrix to decide to recharge, he needed back-up. Hastily, he felt around the inside of pocket of his hoodie until his fingers brushed up against the smooth casing of his Plumber's communicator. But when he went to pull it out of his pocket, he suddenly tripped over a crack in the sidewalk, and the communicator flew free of his grasp, and into the air. In a panic, Ben madly clawed at the air in a desperate attempt to recover the communicator, missing once, twice, three times, and finally catching it on the fourth try just before it smashed itself on the ground. Fumbling with it for a bit while tried to maintain his running speed, he eventually managed to dial Rook's communicator.

"Rook, I'm in trouble! I need you to help me out at…"

Ben suddenly realized he had no idea where he was right now. The fight with Morrigan had taken him to an area of downtown Bellwood he was very unfamiliar with. He had no idea how far he was from the hotel now, and he didn't have time to pull out a GPS, or ask for directions.

"Uh…just try and triangulate my position with your Prototool, or something. Just get here before I end up getting dissected."

Ben expected to hear a short lecture from his partner about running off without reinforcements, and confirmation that he would be there to help him soon, but instead, his communicator only responded to him with silence.

"Rook? Come on, it's Ben. I'm being chased by that Null Void creature we were looking for. I need you down here now."

Ben put the communicator's speaker close to his ear, thinking that the screams of the crowd were drowning out Rook's words, but he still couldn't hear anything. He was starting to get even more worried than before he tried to call.

"Come on Rook, say something! What's going on? Answer me."


	6. Chapter 6

**Summary for the Chapter:**

> Rook confronts the source of the mysterious reading

_**Earlier, on the third floor of the apartment complex.** _

Very peculiar, Rook thought to himself as A big, red, flashing blot – which had occupied almost the entirety of his scanner's screen – alerted him to a massive energy spike coming from somewhere down the hallway. So big in fact, that it accounted for about 75% of the energy signature permeating throughout the entire apartment complex.

Even though the scanner couldn't tell whether the energy was being put out by the Null Void creature or not, a surge that big would have been impossible to produce in a place like this. Not without illegal alien tech being involved in some way. Possibly an underground Nosedeenian energy farming operation or even a small black market weapons factory. Whatever it was, it was happening behind the door at the end of the hall, and it was almost certainly up to no good.

As Rook moved down the corridor, he made sure to keep his advancement as quiet as possible, hoping to catch whomever was behind the door by surprise. Thankfully, the shag carpeting spread throughout the length of the passage helped to absorb the sound of his movements. Slowly and carefully, he converted his scanner into a blaster, making sure that the moving parts didn't make too much noise as it changed shape. In his head, he played about two dozen different possible scenarios that could unfold after he would walk through the door, and came up with four dozen different way to counter them all.

Rook pressed his body into the corner between the door and the adjacent wall so that he could place his ear close enough to hear what was going on inside of the room.

**************************************************************

Where is she?

These words flashed repeatedly in Darkstar's mind as it scavenged the entire apartment complex, searching for a trace of his lovely Gwen like a ravenous beast. Outside of his head, Darkstar was sitting alone at an imported mahogany table topped with a romantic candle-lit dinner of Portobello salad and tuna tartare for two, topped off with a bottle of fine wine.

(He wasn't old enough to drink it, nor did he intend to. He just liked how it looked on the table.) Across from him was an empty chair that he would fantasize held his beloved Gwen, smiling, laughing at his jokes, getting lost in his golden brilliance, and circumventing his loneliness. Well, technically he wasn't completely alone. The couple who had fixed the spread before he had invaded their domicile, and drained them of what little mana they possessed, were both lying on the floor of their kitchen like two dirty rags. He had left them just barely alive, but only because he believed it would please Gwen to see him exercise some restraint, making her a little easier to woo when she arrived.

IF she would arrive.

Where Is She?

Darkstar had been sitting at the table for about twenty minutes now, unable to find a single whisper of his beloved in the building. How could that be? The radio chatter he had intercepted with his old Plumber communication equipment said that Ben Tennyson and his team were patrolling the area. He had saturated the entire building with his demonically enriched aura in order to entice his very lovely, very perceptive Gwen to leave the company of her dimwitted cousin, and wander into the room where he would be waiting for her with open arms; ready to tenderly embrace her as she quivered in anticipation of his touch. Of course, there was the possibility she would be…apprehensive of him at first, but after he had drained her of her mana, she would be just as compliant as his hosts. Meanwhile, he'd leave Morrigan to indulge in her battlelust by horribly mutilating her cousin.

After he'd finished feasting on his beloved's energy, and the succubus had exhausted herself after disemboweling Ben, Darkstar would add the rest of her mana his own, and use it to force the world, the galaxy, and the universe to fall under his thrall.

WHERE IS SHE?

It had now been half an hour since Michael had coated the motel in his aura and still his lovely Gwen refused to grace him with her divine presence. In fact, the only indication of magic that he had sensed in the apartment was from Morrigan when she had engaged Ben in the elevator, just as they had planned. Darkstar could still sense them fiercely clashing outside, but it was only a matter of time before they both tired, and the opportunity to steal the demon's mana would be upon him. If Gwen didn't appear soon, he would miss out, and Morrigan would escape back to wherever she came from.

WHERE. IS. SHE?

A disappointing notion arose in Darkstar's mind amidst his frustration: what if Gwen hadn't been with Ben tonight? What if she was studying at the library or on a date with her…"boyfriend", Kevin? Tapping into his newly replenished supply of mana, the romantic spread his focus outside the confines of the apartment building, throughout Bellwood, and beyond. Even then, he could not discern any sign of his beloved. Not even in her own house.

Darkstar was getting more desperate with each passing moment as he continued to reach further and further out with his mind. His body was slowly beginning to shake uncontrollably, and his teeth were starting to chatter. Even with a feast sitting before him on the table, he was absolutely famished. The urgency to find Gwen and her succulent mana at this moment was far greater than any yearning, any lust, any hunger he had ever felt before. He was fully prepared to scour the entire earth if he had to.

However, it would seem that Darkstar's devotion to his love would have to wait. For at that moment, his meditations were interrupted by the apartment's door being kicked down behind him. Infuriated, he whipped his head around to face whomever was foolish enough to break his concentration, and received a blaster bolt in his face before he had the chance to absorb it. The shot wasn't powerful enough to cause him any kind of physical harm, but it did manage to scar his pride a bit. The fact that it knocked him face first into the tuna tartare didn't help either. He almost choked as pureed fish went up his nostril.

As livid as he was right now, Darkstar was a bit relieved. After all, he now had a proper outlet for all of the frustration that had been mounting inside of him for almost an hour now. Raw fish flew off his face as his whipped his face around to face his attacker, and fired a glimmering ray of light. In a few quick motion, the assailant – a tall cat-like alien clad in Plumber body armor – transformed his weapon into an orange holographic shield that skillfully deflected the attack so that it blasted through the ceiling above him. With a swift sidestep to his left, Darkstar narrowly avoided being crushed by a huge wooden dresser that dropped through the hole, and planted itself into another improvised hole in the floor.

"So let me guess," Darkstar growled as he wiped more tartare off his face. "This is supposed to be some sort of Plumber sting operation, right? After all this time, they've finally decided that Michael Morningstar is far too dangerous to be left free, correct? I have to say, I'm insulted that they honestly thought that one measly Plumber with a fancy weapon would be enough to stop me."

"Pardon me Mr. Morningstar," The alien said politely. "But honestly – prior to five seconds ago – I did not know who you were. I am here looking for some sort of escaped creature from the Null Void. Would that happen be you?"

"You…you're kidding right?" The fires of rage burning at the back of Darkstar's head and the golden energy illuminated in his hand had been suddenly quelled by his bewilderment at the Plumber's ignorance. "You seriously don't know who I am? Darkstar? Rogue Plumber? The greatest magical scourge in the galaxy? I fought Ben 10 a hundred times for crying out loud! How have you not heard of me?"

"Well, all records relating to magic in the Plumber archives keep mysteriously getting erased, so there is a great deal of arcane subjects I am unversed in." The intergalactic lawman answered.

"You're telling me that the Plumber's don't even bother to keep their…" Darkstar's words suddenly caught themselves in his throat as he saw the plumber bluntly pull out his communicator and start texting on it; as if he just completely forgot about him. "Do you realize how rude that is?"

The alien looked up from his communicator for a brief moment. "Apologies, I was just texting to a friend to see if they knew anything about you. Do you spell your name M-i-c-h-a-e-l, or M-i-c-h-a-l-e?"

"And just how does this 'friend' know more about me than the entire Plumber's database?"

"She and her boyfriend used to operate alongside my partner before they both left to attend college a few months ago. Her name is Gwen Tennyson."

"…G..Gwe …whe…eh…what?" The Plumber's words threw Darkstar's mind into an almost painful disarray. Gwen was in college? With Kevin? For months? And nobody told him? He felt weakness overtaking his legs again as they started to shake uncontrollably. His plan, he thought. This was supposed to be his moment, the day he would seize with his superior plotting and trickery. How could everything just fall apart this easily?

Darkstar's brooding was tactlessly interrupted by a ringing sound that announced a reply to the Plumber's text. The alien placed his finger on his communicator's screen to scroll through the message.

"Hm…well, she has confirmed everything you said. She also wants me to tell that she thinks you are a sleaze, a degenerate, and a creep. Additionally, she says that she does not want me to give you her phone number, or to listen to any stories you have involving the two of you. If you happen to do so, she says I should shoot you in the…" The plumber paused for a bit as he furrowed his furry brow. "I am…unsure of where that is on the human body."

"You're lying! She wouldn't say any of that!"

"No, no, she wrote it." The Plumber clarified. "She has even added emoticons to convey her seriousness."

"Give me that phone, you idiot." Darkstar demanded. The burning inferno and his hands were aflame once more. "I want to talk to her."

"I think it would be in both our best interests to respect Ms. Tennyson's wishes. Because I really do not want to have to find out where exactly she wants me to shoot you. I just ate."

"GIVE. ME. THE PHONE!"

Darkstar fired what he had intended to be a warning shot that would singe the Plumber's shoulder, and make him reconsider his request. He did not count on him being spry enough to dodge the attack, nor did he expect him to accidentally drop his communicator so that the shot caught it in a golden burst of incinerating light.

"Do you not think that you are overreacting just a bit?" The Plumber asked, having the gall to address him in an annoyed tone; as if all of this were somehow his fault. He was starting to not like this guy just in the few shot minutes they tolerated together.

"No I don't." Darkstar replied venomously. "Because then that would imply that I'm not completely justified in killing you for getting between me and my lovely Gwen."

The Plumber shook his head. "If that is your understanding of what justice is, I am very grateful you are no longer a Plumber." He said rather crossly.

With reckless abandon, the space cop flung his holo-shield amateurishly at Darkstar, who didn't so much as flinch as he calmly and effortlessly caught it in his hand with his magically enhanced reflexes.

"Well for what it's worth, I'm glad you're a Plumber." Darkstar said sarcastically. "Washouts like you make being a villain so much easier."

In one swift motion, the patrolman grabbed, primed, and tossed a grenade at Darkstar. The villain couldn't help but roll his eyes at the Plumber's desperation. Even with his weapon confiscated, he couldn't tell when to give up.

Seeing a perfect opportunity to mock his utter ineptness, Darkstar brought the Plumber's holo-shield in front of his face to protect himself. When he heard the satisfying sound of the grenade bouncing off the shield, he raised his own magical barrier to cover the rest of his body from its detonation. He lowered the Holo-shield from his eyes so that he could watch as the reflected grenade hit the floor and slide neatly between the Plumber's feet. The dimwitted alien had just enough time to look down at his boots before the violate explosive…started to vibrate ineffectually on the hardwood floor.

"Really? A dummy grenade?" Darkstar asked Rook with a grimace. "Was that supposed to be…"

A shrill beeping noise just below his head rudely interrupted Darkstar's snide dialogue. He looked down to see something tucked into one of the holo-shield's strap enarmes. Something that had a red, bead-sized, light flashing on it. Something shaped just like a…

"…Clever."

  
***************************************************************

 

Ironically, Darkstar's shield ended up protecting Rook while leaving its creator to the mercy of the actual grenade he had tucked into the Proto-tool while he wasn't looking. Behind the veil of the shield, he watched as the explosive blossomed into a brilliant fiery rose that spread across Darkstar's side of the room. Its deafening roar dulled to a low growl through the filter of the magical wall.

As its conjurer was forcibly blasted through the wall of the apartment, the mystical barrier quickly evaporated, allowing the smell of smoke, burned tuna, and mushrooms to permeate throughout the room. Even though his bomb had proved quite effective, Rook still doubted that it was strong enough to completely neutralize Darkstar. Because of how little he knew about magic, the full extent of the villain's abilities were a complete enigma to him, and he was left wondering how long he had to prepare before he was under attack again.

As he walked to the center of the room to recover his Proto-tool, Rook thought back to Darkstar's ranting about how "famous" he was; specifically the part where he mentioned that he had fought Ben on numerous occasions. Perhaps his partner had some sort of tactical advice he could share that didn't simply boil down to "Kick his butt harder".

While he reconfigured the Proto-tool's function from a shield to a grappling hook, he began to wonder about his partner's exact whereabouts. The fact that Ben hadn't already burst through the hole the explosion tore through the apartment's wall told Rook that Ben probably wasn't in the Proto-TRUK –were he would have had a vantage point of the destruction – like they had agreed. And with his communicator malfunctioning, he had no immediate way of finding out where he was. The only other way Rook could get in contact with him now would be through the Proto-TRUK's radio, which was laying in wait outside…where he had just thrown Darkstar.

The moment the final piece of the grappling hook shifted into place, Rook sprinted for the hole in the wall, leapt out into the air, and fired a thick black cable from the Proto-tool at a nearby lamp post. As the line coiled itself tightly around the neck of the lamp, Rook took a few steps backwards before kicking off on his right leg, and swinging out of the building with acrobatic grace. Leaning his body in order to guide his swing, Rook was just about to touchdown on the pavement below when it suddenly started to budge out like a large unsightly boil, and violently erupted beneath him with a shower of asphalt. Rook winced and cried out as the hail of debris relentlessly pelted his hands and face until he was forced to release his grip on the Proto-tool. When he opened his eyes, he found himself spiraling through the air, flying out of control towards a building across the street from the apartment complex. His body armor absorbed most of the shock of slamming full-force into the building, but not enough to prevent the wind from being knocked out of him as he crumpled down onto the pavement.

Halfway through getting himself upright, Rook heard the telltale crackle of energy being discharged somewhere to the right of him. He collapsed onto his side and rolled out of the way just as a golden beam of light blasted a hole the size of a mini-van into the side of the building. As he came into a kneeling position, Rook instinctively reached for his Proto-tool, only to remember that it was still hanging from the street light where had left it. It was a very unfortunate situation, especially since Darkstar was slowly starting to close in on him.

Despite having a bomb blow up in his face, Darkstar was walking towards Rook seemingly unimpaired. Nevertheless, despite him seemingly escaping injury, he did not survive the blast completely unscathed. His entire face had been thoroughly scorched by the fiery explosion, - giving it an unsightly tarnished hue – and his luxurious golden hair had been completely burned off his head, leaving his crown smooth and barren. His black costume was largely intact, but was torn around the collar

"Now why did you have to go and ruin my face after I went through so much trouble fixing it?" Darkstar asked as he prepared another blast in his left hand. "It's the face Gwen fell in love with when we first met, you know."

"You are very fortunate that I cannot look up that body part that Gwen wanted me to shoot." Rook said. "Why are you so fixated on a woman who does not love you back? Are there not plenty of others in the sea?" That's how that earth idiom went, right?

"Is it a crime to want to look ravishing for someone so you can seduce and drain them of their precious mana?"

"Yes." Rook said matter-of-factly. "It is called assault."

"You see, it's little hang ups like that that made me quit the Plumbers in the first place." Darkstar raised his arm in order to aim the energy beating in his palm at Rook's chest. "Let me give you some advice for when you reach the next life: don't be a cop. It's not a good job, and you're not very good at it."

The golden energy leaped out from the villain's hand like a ravenous lion freed from its cage. If Rook had waited a second more to make a vertical leap into the air, he would have been annihilated along with the parking meter he was standing near. At the height of his accent, Rook grabbed ahold of his Proto-Tool, swung himself from the line still attached to the street light, and detached the cable so that he would plummet back down to earth and plant his boots in Darkstar's smug face.

"Come talk to me after you have passed advanced training at Plumber Academy." Rook said as he kicked off Darkstar's head, causing the mage to stumble backwards and fall down on his rear.

The lawman landed on the street only a few feet away from his perp, already reshaping his recovered Proto-Tool into a rifle that cast a ball of energy that expanded itself into a large red energy net ready to ensnare Darkstar in its webbing. But as the glowing mesh got within arm's reach of the villain, he quickly sat himself up in time to snag the netting out of the air. To Rook's surprise, the net began to unravel itself, and its threads disintegrated in Darkstar's hands as he absorbed its power. With the stolen energy coursing through his body, Darkstar's face began to restore itself back what it had looked like when he first saw him.

"Am I supposed to be impressed because you managed to earn the most gold stars at that glorified storm trooper daycare?" Darkstar scoffed as he levitated himself back on his feet. "Do you honestly believe that doing well on a few meaningless exams puts you anywhere near the unimaginable power I possess? You really don't know a thing about magic, do you?"

"Obviously not, but from what I have seen, it does not seem much more than bright colors and over-the-top melodramatics." As he spoke, Rook's trigger finger pressed a small button hidden in the Omni-Tool's grip to swap out its ammunition. Hopefully this experimental ammo would circumvent his energy absorption powers, he thought…possibly…maybe.

"Magic is so much more than that, you simple unimaginative twit. For example-"

Darkstar took in a deep breath, and slowly closed his eyes before his entire face suddenly scrunched up as if he had taken a bite out of a lemon filled with glass. His eyebrows pinched themselves together as beads of sweat poured over them like a river. His nostrils flared with gradually intensifying breath while his mouth formed into a scowl that refused to still itself, no doubt trying to contain a scream that would betray the extremely obvious pain Darkstar was experiencing. A tiny whimper escaped from between the rogue's lips as he collapsed forward on his hands and knees, filling the night air with the harsh sound of cracking bone as he fell. Rook felt his own face begin to wince as well when he saw something alive and squirming around underneath the back of his costume like an infestation of worms, thrashing and pushing against the fabric in different spots in search of a means of escape. Then, as an ear splitting scream escaped from Darkstar's golden lips, the thing twisting underneath his skin suddenly burst free of his back with a sickeningly wet popping noise. Sprouting from the hole in villain's armor were a mass of thin long golden tentacles that undulated back and forth like a crowd of dancing snakes.

"Oh don't give me that look." Darkstar said to Rook as he noticed the Plumber's look of repulsion. "I'm sure Tennyson's done things far more vile than this."

"What exactly is…'this' supposed to be?"

"Power," Darkstar answered. He held out his hand to allow one of his newborn tendrils to rest in his open palm. He gazed at his new limb with a look of pure adoration in his eye, or most likely, he was admiring himself in his tentacle's gleaming reflective surface. "A heartfelt gift from Ms. Aensland."

"Again, I do not know much about magic, but I think that your 'gift' was meant to be more of a curse."

"Hmm, I guess I could see where your shallow mind would come to such a conclusion. But as I always say: When life gives you lemons…"

Before Rook could even begin to squeeze his rifle's trigger, he was bashed into the air by a giant golden fist made of Darkstar's tentacles. The construct sent Rook flying high through the air until he fell into an alley, tumbled off the lid of a large garbage bin, and finally landed onto the ground on his back with a pained grunt.

As he wearily lifted up his head in order to sand back up, he saw the gleam of Darkstar's tendrils slithering through the air down the alley ahead of their master. As they drew closer, the tips of the snake-like appendages opened themselves wide like blooming orchids in the spring, and began to fire more golden beams of energy at him. As the hail of laser fire came closer and closer to hitting him, Rook quickly rolled himself underneath the garbage bin for protection.

When he reached the other side of the bin, he found just enough space to sit himself up against a cement wall while his face barely pressed up against the backside of the bin. He could do without the putrid blend of sinus-burning odors put out by the containers, but it was a small price to pay for the sounds of Darkstar's energy shots harmless bouncing off its metal surface. But despite his protection from harm, there was no denying that he was essentially trapped here. The second he stuck one limb out of his cover would the last day he could try out for a triathlon. Then again, maybe he could use his Proto-Tool to-

The scream of metal being punctured rang loudly in Rook's ears as one of Darkstar's sharpened tendrils burst through the back of the garbage bin, and dug its way into the wall behind him, barely missing his eye. Seconds later, two more shot their way through the bin, then three, then four. Fortunately, the garbage bin was big enough to conceal Rook's position well enough to keep Darkstar guessing where he was, but that advantage was temporary at best. Already, several tentacles came close to boring into his sides, and one even managed to nick his cheek badly. Eventually, he would find him, and skewer him against the wall.

Rook was so concentrated on dodging the tendrils that he didn't notice them trying to free themselves from the wall until the two stuck on either side of his head scratched at his cheek with the pieces of cement stuck on their heads. With a loud metal groan, the arms managed to raise the very big, very heavy garbage bin into the air, leaving nothing between Rook and Darkstar but a layer of tension.

"Let's see, that incantation she chanted," Darkstar muttered to himself as his rubbed his chin. "How did it go again…oh right: SOUL FIST!"

From his hand, Darkstar launched an enormous blast of magical energy shaped like a human's skull ready to devour Rook with its gaping jaws. In fact, it was so massive, that Rook was unable to evade it before it slammed him right through the wall behind him like a runaway space frigate.

As he was expelled through the other side of the wall, Rook hit the side of a parked vehicle, and fell to the ground. He could feel the shock and stinging pain from the impact reverberate from his back, up his spine, and to his head, which told him that his body armor was dangerously close to reaching its breaking point. As he watched Darkstar toss aside the garbage bin so that he could stride through the spacious hole his attack had created in the wall, Rook realized that if he didn't do something to stop him now, his next attack would most likely reduce him to a smear on the street.

"Again with the futile bravado?" Darkstar sighed as Rook pointed his rifle at him. "Must I keep reminding you who actually has the upper hand here?"

As Darkstar's golden whips surged forth to punish him, Rook squeezed the trigger of his Proto-Tool, and the barrel fired a grey gooey blob in retaliation. The moment the blob touched one of the tentacles, it suddenly exploded into a huge mess that ensnared the rest in what looked like a blown bubble gum bubble gone awry. As the compound bound Darkstar's digits together in a chaotic viscous bubbly mess, they had become so encumbered and clumsy that Rook mealy had to step to the side in order to evade their impaired attack as they plowed themselves right into the sidewalk. The tentacles wrestled against their bonds to freedom, but the gunk had since begun to harden itself into a solid clump that held them securely on the ground.

"I would say that we both need reminding." Rook remarked as he delivered a swift kick to the blob, and sent it into the street just in time for it to catch itself on the front bumper of a passing eight-wheeler truck like a bug on the interstate.

Darkstar barely had time to throw an obscenity at Rook before he was dragging, bouncing, cursing and flailing behind the massive vehicle as it pulled him through the street. This went on for about five seconds until Darkstar finally managed to position his body so that he could dig his heels into the ground with his magically enhanced strength. A visage of excruciating pain spread across his face as he tried with all of his might to pull his tentacles out of the grill of the truck. The appendages looked like threads of gold spread across a weave as they were stretched out between the two forces of man and machine. The unorthodox game of tug-of-war didn't last for very long before the front bumper of the truck broke off with the compound stuck to it, and shot towards Darkstar like a rocket thanks to the elasticity of his stretched-out tentacles. A loud clang and a dull cracking sound sounded as the metal slab smacked the villain hard in his face, and sent him sailing backwards until he smacked right into the front of the car parked right next to Rook, denting the hood and breaking the windshield to pieces in the process.

"Are you about ready to surrender into my custody yet, Mr. Morningstar?" Rook asked as he dangled a pair of handcuffs over Darkstar's battered body. His entire costume was now in shreds after being scoured against the street, and his lustrous glowing skin was dulled by the dirt that was ground into its pores.

"Are you about ready to die?" Darkstar replied with both his hands glowing bright with devastating energy. The handcuffs fell and clattered onto the pavement as Rook's hand flew to his hip to redraw his Proto-Tool, and fire two more grey blobs at Darkstar's hands. The dollops of slime hit the mage's palms with enough velocity to force them on top of either side of the dented hood of the car with a loud wet splat. The luminescent glow of the energy in the rogue's grip managed to shine through the compound for a moment before it quickly faded away under its hardening mass.

"Industrial Strength Riot Putty," Rook explained as Darkstar wrestled with his bonds like a fly caught in a web. He tried to free his tentacles as well, but his fall from earlier had wedged the bumper tightly inside of the car, and it didn't seem like the compound binding his appendages to it was going to give way any time soon. "It was specifically developed to absorb and neutralize energy-projecting species. It should hold you for a good five hours - or until Plumber HQ comes to pick you up - whichever comes first."

What Rook didn't tell Darkstar was that the development team behind the Riot Putty was none other than Blukic and Driba, which meant that there was a very high possibility that there was a very good chance that it would actually dissolve in the next five minutes. But hopefully by then, Rook hoped that he would have managed to contact Ben so they could work together to better restrain him.

"I will return shortly." Rook told his collar as he collected his dropped cuffs, and holstered his weapon. "Please try not to cause any more trouble in my absence."

"Did you superiors require you study arrogance 101 at the plumber academy as well? Because you haven't won yet."

"I am not familiar with that course. Perhaps they stopped teaching it after you majored in it."

Rook pressed a small button on the underside of his utility belt. Within a minute, a compact truck – with a cartoon caricature of Magister Tennyson leaning on the words "Max's Plumbing" painted on the side – automatically drove itself dutifully down the road towards the beacon he had just activated. Rook couldn't help but smile at the fact that the new RC function he had installed in the TRUK was operating smoothly as the vehicle expertly navigated itself through traffic as it work its way to its goal. Save for a couple of cars that started to swerve a bit after seeing a driverless truck cruising by itself, it didn't upset traffic at all as it flawlessly parallel parked itself in front of its owner. Rook's hand had just wrapped itself around the door handle when…

"Ocktoon!"

Rook felt his body suddenly jump as Darkstar's cryptic outburst echoed down the street with a chilling reverb that sent an unnerving shiver up his spine.

"What was that supposed to mean?" He asked the con.

He simply replied: "Give it a few seconds."

Instantaneously, Rook let out an anguished yell and quickly drew his hand away from the TRUK's door. Something underneath the handle had pinched his fingers, but he had no idea what it could have been. Did Darkstar do that through his words somehow, he wondered. Rook didn't have to think about it for long before the TRUK started to violently shake and vibrate itself. This had nothing to do with it RC function; something very wrong was happening to it.

Rook felt his heart sink as he watched his beloved TRUK cry and groan in mechanical agony as its chassis was dented, twisted, compacted, and torn; almost as if it were being assaulted by an invisible giant. Then it began to slowly arch its roof and rise like a bear rearing up on its hind legs. The parts of the frame connecting the wheels together began to stretch themselves out to emulate arms and legs. The chains installed in the tires wrapped themselves around the stretched frame and wheels to create beastly hands and feet armed with long steel claws sharp as knives. The extensive array of hidden weapons and tools built into the TRUK emerged from their compartments all at once, joining together to create a second set of fully equipped arms with fingers made of heat-seeker missiles. The airbags violently burst out of the headlights, resembling two long plump, disgusting watery, bloodshot eyes that scanned their surroundings with a voracious gaze. The grille forcefully ripped itself open to become a grisly maw crammed with jagged chrome teeth and a long hanging tongue made of loose red and blue wiring. The motorized monstrosity blared a strange and awkward honking roar into the night sky to announce its bizarre transformation to the unsuspecting world, sending a thick shower of oily gasoline spittle down on Rook's face.

Quickly making peace with the fact that the TRUK was well beyond repair, Rook drew out his Proto-Tool once more; this time, in the form of a cybernetic great bow. Drawing back on a glowing string on hard light, he fired a quartet of energy arrows towards the behemoth's gasoline-filled gullet. But with surprising agility that contradicted its size, the TRUK shielded its face from the barrage with one of its massive arms, leaving the arrows to harmlessly bounce off its armor-plated hull. The engine in the creature's head started to sputter as it dropped its guard to belch a jet of flames at its former owner.

Rook was in the middle of cartwheeling himself out of the fires reach when he felt his body crash flat into something suddenly blocking his. By the time he realized that he had just landed right into the hand of the monster TRUK, it quickly wrapped its creaking metal grip around him, and hoisted his form so that he was level with its mangled "face". The beast's shredded grille blew a cloud of thick, sweltering, noxious exhaust in Rook's face as it slowly squeezed the air out of his body with its hulking hands. His body wanted to fly into a coughing fit, but with the little breath he had left in him, he could only manage to choke a few weak puffs from his throat. He could feel the fine points of the monster TRUK's razor sharp claws begin to poke him through the back of his suit as they gradually scraped away at the last of his body armor's integrity. If it managed to get through that, there would be nothing stopping it from effortlessly grinding his bones into powder.

"Now how on earth will Mr. Plumber Academy work his way out of this spot of trouble?" Darkstar queried as he watched Rook struggle in the monster TRUK's grip. "Since your studies were severely lacking in magic, let me give you a few quick lessons. Lesson one: when you're trying to subdue a magic-user, don't forget to still his tongue along with the rest of his body. As you can see for yourself, words can be quite dangerous. And lesson 2…"

With relative ease, Darkstar flexed his muscles, and broke his arms free of their restraints. Apparently, the very little credit he had given Blukic and Driba's riot putty still managed to be excessive. It hadn't even lasted three minutes.

"If you're going to make a magic user angry," He continued. "Do make sure you come prepared with equipment that actually works."


	7. Chapter 7

**Summary for the Chapter:**

> Ben and Morrigan continue their battle

_**10:30 P.M** _ _._

_**Atop Billions' Tower** _

Morrigan's ears perked up at sound of tiny wings fluttering towards her perch atop a tall red and gold tower with a big solid gold "B" framed on it. She held out her hand to allow three small purple bats to roost in her palm, and rest their weary arms.

"Did you find anything?" She asked her pets.

The bats looked at each other for a moment before they both turned to Morrigan and shook their miniature heads remorsefully.

"Figures," She sighed as the bats dissipated into a purple haze she absorbed through her palm. As she drank in their forms, the parts of her long voluminous hair she used to give the trio life began to grow back into shape.

Morrigan looked down at the city bellow her for the eleventh time, and for the eleventh time, she wondered: ' _Where did he run off to?_ '

About fifteen minutes ago, Morrigan had lost Ben in an alley nearby. She was about to swoop in and finish him off when he slapped that watch thing on his wrist, and disappeared in a flash of green light. After that, she started flying all around the surrounding area for him for five minutes, got bored, and then created several bat minions to finish the trite task for her. From her last fight with Ben, she knew whatever power that that watch had was limited. Which meant he would go back to being a human soon; and when that happened, her bats would tell her about it.

As her eyes drifted upward to the full moon floating up in the sky, Morrigan was reminded of the bloody crimson moon that hung ominously above her home dimension of Makai like the eye of some murderous giant watching over the land with savage hunger. Her thoughts drifted to Castle Aensland, where she, her father, his armies, and a small fleet of servants lived out their lives in banal luxury. Not because she was homesick, - God no, that place sucked! Why would she miss it? - but because she wondered if anyone in the Castile had noticed she had left yet.

Eh, it didn't matter. She would be back home before anyone notice she was gone. Of course, Morrigan would have to plot out a way home without a Gate, but she would figure that out later. What mattered to her now was finding Ben and wringing a satisfying fight out of him, whether he wanted to give it to her or not.

The sound of another set of wings flapping towards her brought Morrigan out of her head. She looked down to see her last bat returning to her. As it stopped to hover in front of her face, she noticed that it was holding something about as big as half the size of the tip of her pinky finger in its front teeth.

"What did I tell you about stuffing your face?" She scolded. "Don't think for a second that sharing your food with me is going to get you off the hook for slacking off."

Despite being chewed out about it, the bat still insisted on giving Morrigan its bounty. It landed on her shoulder, and began nudging its head into her cheek, insisting that she take its prize.

"All right, all right, I'll take it." Morrigan sighed as she plucked the mystery object from her subject's fangs. "Happy?"

The bat squeaked in jubilation before turning itself into a puff of smoke that went on to become the last remaining bit of its mistress' emerald hair.

Morrigan held the bats gift in front of her eyes to figure out just what it was, and discovered seconds later that the it was alive; thrashing and struggling to free itself from between her thumb and index finger. At first glance, it looked like a bug…or at least she thought it was a bug. It was a very strange looking creature, not as strange as the horrifyingly disfigured beasts back home, but still pretty odd looking. For example, its silvery exoskeleton looked and felt as if it was made of metal. Additionally, it had two green wings, two arms covered with green bracers, and two legs that ended with stiletto heels. But what really stood out about the bug was its single, green, cyclopean eye. Narrowing her own two, Morrigan could sort of make out some sort of insignia branded on its pupil; a familiar insignia that looked like a bit like an hourglass.

"So this is where you ran off to, Ben?" Morrigan asked as she clucked her tongue and waggled her finger disapprovingly. "I have to say, I'm kind of disappointed with you leaving me alone like that. Our fight isn't until I say it is, hero. Of course, if you're that eager to stop, I could just crush you between my fingers and end everything right now."

"Who said I was running?" Ben yelled with a voice so small and shrill. Morrigan could barely hear it. "The stupid Omnitrix may have made me this small, but I can still kick your butt!"

Ben aimed his gauntlets at Morrigan's nose and unloaded a volley of green energy shots. His microscopic attack was fierce, but the worst it did was tickle her the tip of her nostril a little bit.

"Oh my, was that the best you could do?" Morrigan giggled as she scratched her nose. "Sorry, but if you want to actually make me feel something, you're going to have to get a lot bigger."

"Seriously lady, would you quit that?" Ben might have been trying to groan, but instead it came out as an adorable little purr. "You didn't happen to steal that joke from your high school's gym showers, did you?"

"I'm sorry, I didn't quite catch that." Morrigan said teasingly. With her other hand, she clamped her fingers on one of Ben's wings, tugging at it slightly. The tiny hero fluttered desperately trying to escape her hold. "It sounded a lot like you asked me to tear off your little wings."

"Hey! Quit it!"

"You're going to have to speak up." Morrigan laughed cruelly as she pulled harder on Ben's wings. "I didn't quit catch that."

Before Morrigan could go any further with her sadistic punishment, Ben exploded in another flash of green light. The last thing she saw before something struck her right in her face and threw her off the building was a pair of angry green eyes, and a mouth full of teeth. Too disoriented to fly, Morrigan pin wheeled haphazardly through the air until she crashed through the wall of a nearby parking structure, and slid across its craggy floor. She didn't have much time to gather her bearings before she felt someone's hand grab her wings, pick her up, and forcibly slam her back against something unforgivably hard.

When everything finally stopped moving long enough for Morrigan to figure out what was going on, she found a monstrous, white, hairy paw pinning her to a concrete pillar by her waist, while its twin aimed a long, sharpened, ebony claw at her throat. She could feel her heartbeat starting quicken inside of her chest as her gaze locked with the giant burly tiger-man's sultry glare. Behind its emerald eyes, Morrigan could sense a feral rage burning in the creature's mind waiting to erupt into a wild blaze of destruction and mutilation. He peeled his lips back into an angry scowl – filled with serrated teeth, and frothing with spittle as he emitted a low threatening growl. Morrigan couldn't help but flinch a bit as the beast's large black nose blasted her face with hot, heavy, sour breath.

If it weren't for the badge stuck to its white cottony chest, Morrigan would've never guessed that this bloodthirsty cat was actually Ben. It looked like whatever dumb moral hang-ups he had before about wonton brutalities were now mere afterthoughts. Now it looked like he was seconds away from either lancing her, biting off her face, snapping her waist in his hand, or all of the above.

A normal person in Morrigan's place would have been scared senseless, frozen with fear. Admittedly, she did feel a chill begin to course through her veins; not out of terror, but of excitement. A rosy smile spread across her lips as her body practically stared shaking in anticipation. Finally, it seemed that this trip to the human world would be all worth-

" **CAN YOU HEAR ME NOW? BECAUSE I'VE GOT SOMETHING TO TELL YOU MORRIGAN AENSLAND** ," Morrigan's joyful attitude quickly evaporated as Ben's roaring maw showered her face with globs of warm spittle. His bellowing assaulted her eardrums like audible jackhammers. " **I'M GETTING REAL SICK AND TIRED OF YOU, YOUR BATS, YOUR GROSS WORD-PLAY, AND YOUR STUPID CHEAP ATTACKS! YOU THINK YOU CAN COME AT RATH FIGHTING LIKE A SCRUB?! THINK AGAIN! IF I CATCH YOU DOING THAT ONE MORE TIME** …"

Morrigan's ears couldn't take much more of this. Getting hurt while fighting was one thing – at least that was enjoyable – but this attack on her hearing was pain on a completely different level. It felt like someone was shoving nails and shards of glass directly into her head. She tried to cover her ears, but it did little to prevent Ben's ranting from giving her the worst migraine of her 300 year life. If his screaming didn't let up soon, her brain was going to explode in her skull. Driven by desperation, Morrigan managed to gather enough focus to create a field of purple energy around her right hand.

" _ **SOUL FI**_ hhhuuuugh~"

Ben delivered a hard kick to Morrigan gut to keep her pinned to the pillar while his paws forcibly seized both of her arms with a vice grip. Magical energy was still brimming in her hand as she struggled to free herself.

" **LET ME TELL YOU SOMETHING MORRIGAN AENSLAND: IF YOU THINK YOU CAN SUCKER-PUNCH RATH BEFORE HE'S DONE TALKING, YOU BETTER BE READY TO ANSWER SOME QUESTIONS! LIKE** …"

Ben's paw yanked out Morrigan's right arm – so hard, he almost pulled it out of its socket – and powerfully forced her magically-charged hand into the side of her face. Even it was a botched Soul Fist, it still packed a wicked sting as it slammed into her cheek like a charging bull. It felt like it had blown off the side of her face.

"… **WHY ARE YOU HITTING YOURSELF?!** "

Ben took Morrigan's left hand next, and drove it in into her other cheek. Without a magical cushion to absorb the shock of the punch, a loud unsettling CRACK sounded from her hand as it slugged her cheek bone.

" **WHY ARE YOU HITTING YOURSELF?!** "

It went on and on like that: Morrigan's head being knocked back and forth as Ben pummeled her while asking the same rhetorical question. Between that, his screaming, and her ever-expanding headache, she couldn't focus enough to turn herself into a swarm of bats, put Ben under a spell, or use most of her magical abilities…most of them.

" **WHY ARE YOU HITTING YOUR** -"

_***WAP!*** _

A sudden hush suddenly fell over Ben as he stopped ranting and attacking. His hardened visage of rage warped into one of utter confusion.

" **DID YOU JUST PUNCH ME WITH YOUR HAIR?** "

As soon as Ben finished yelling "hair", thousands of emerald strands shot from Morrigan's head, into his open mouth, and coiled themselves around his tongue like a ravenous boa constrictor. The hero let out a garbled yell as he tried to pull himself free by pushing the succubus away from him, but the more he struggled, the tighter her hair gripped him.

"Got your tongue, kitty cat," Morrigan giggled. This alien form may have been a bit faster and stronger than the last four Ben turned into, but it was much, much stupider. It was hilarious how easily she was able to turn the tables on it.

" **LEEMHHEE TEAAHOU SOPPPHHHHE MOOOGAAH AAAPPPPHHHHLAAAH** …" Ben threatened almost incomprehensibly.

Morrigan shook her head. "No…no, I don't think I will. You've used up all your talking privileges for today."

Behind her, her demonic wings finally managed to free themselves from being pressed against the pillar. Taking the form of tentacles, they slithered their way from her back towards Ben's head. They inched behind his neck, and then wrapped themselves around each other, morphing their shapes to create a single giant scythe. Its violet blade glinted in the limited moonlight shining into the garage as it hooked around his head to his Adam's apple, poised to decapitate him in one quick bloody swipe.

"Come to think of it," Morrigan continued. "You've also been abusing your mortality privileges, haven't you? Maybe I should take that away from you too, hmm?"

" **OOOOFAH MAH DEEHHB BAAAAHEEE!** "

"Uh…yeah, that's the point."

" **POOOIIIT THHHHHIIIFFF**!"

As he leaned in to get his tongue back into his mouth, Ben's sharp jaws bit down onto Morrigan's hair, cutting into it like barber's shears. With his mouth free, he took his foot off Morrigan's stomach in order to duck under her blade just before she had a chance to behead him. He tried to follow it up with an uppercut, but the attack was so sloppy that she was easily able to dodge it; then counter it with a high kick to his face, and follow that up with a spinning back kick to knock him down to the ground.

Ben didn't stay floored for long. Half a second later, he flipped back on his feet, and charged at Morrigan with a thunderous roar. His hand slapped her stomach and tightened its finger around her waist again while his arm readied itself to slam her into the floor. However, before he could follow through, Morrigan seized his wrist, and dug her long fingernails through his thick fur, and into his skin. Ben hollered in agony as he heedlessly released the demon from his grasp. With her hands still clutching his wrist and a few flaps of her great wings, Morrigan managed to lift and swung Ben's bulk around and around until she threw him into a parked van. The large vehicle's alarm blared throughout the complex as Ben's body smashed and dented its sliding door. The crash seemed to have left him a bit dazed, but he was still quick enough to rip off the van's door and use it to protect himself from Morrigan's lashing tendrils.

" **DIDN'T YOUR MAMA EVER TELL YOU TO KEEP YOUR WEIRD TENTICLE-WING THINGIES TO YOURSELF?** " Ben demanded as he threw the car door at the succubus like a spinning discus.

"I don't have a mother," Morrigan answered indifferently. Her serpentine digits swatted the car door aside as they rushed to attack Ben again. "And honestly, you're acting like a big baby. I've met guys half your size who would literally kill to have me touch-"

" **WHAT DID I SAY ABOUT TALKING LIKE THAT?!** " With a quick swipe of his arm, Ben snatched each of the tentacles just before they had a chance to bore their way through his heart. " **ARE YOU TRYING TO GET RATH MAD?!** ' **CAUSE I'LL SHOW YOU MAD**! **I'LL SHOW IT TO YOU WITH BOTH MY FISTS IN YOURAAAAAAAUUUUUGHH**."

Morrigan's extra arms detached themselves from her back the second Ben tried to pull at them. With a snap of her fingers, the tendrils dissolved into a colony of angry screeching bats that swarmed the tiger man from head to toe. Ben tried to open his mouth to yell out another one of his empty threats, but instead let out a muffled cry of pain as a particularly huge bat crawled inside and bit his still tender tongue. His arms manically smacked every part of his body that they could reach trying to get rid of her familiars, only for them to effortlessly flutter out of the way, and return to their perch to gnaw at his flesh seconds later.

Ben's unfortunately comical display made Morrigan snicker as she wrestled with the biggest laughing fit she'd had in centuries. While he had the fighting and mental abilities of a low class Makai beast, he managed to keep her thoroughly entertained. Even so, as she gathered magic energy into her hand, she decided the fight had to go on. She didn't have much time left to stay here.

" _ **SOUL FIST**_."

The bats crowding Ben's body all simultaneously scattered into the air when they heard their mistress' incantation. The alien hero himself wasn't fast enough to get out of the way of the magical blast as it banged into his chest and blew him back inside of the van where he had removed the door, sending the car crashing on its side. Morrigan allowed herself to indulge in her laughter in the brief second it took Ben's claws to tear him out of the bottom of the van.

" **WHAT DID I JUST SAY ABOUT YOU FIGHTING LIKE A SCRUB?** " He snarled as car parts spilled on the ground from the wound he tore into the van.

"I couldn't tell you." Morrigan giggled as she started to come down from her outpour of laughter. She stuck a single finger in her ear, and twisted it around. "I was suffering from temporary hearing loss at the time."

" **YOU'RE GONNA LOSE A LOT MORE ONCE RATH GETS AHOLD OF YOU!** " Ben bolted out of the van and began trying to slug Morrigan with a flurry of blows, but she fluently read and dodged every one of his brash strikes by moving her body up, down, left, and right. Reckless anger fueled Ben's every action – from fighting, breathing, and possibly even thinking – which made this battle a little too easy for her to enjoy.

"What's a 'Rath' supposed to be anyway? You've been talking about it non-stop. It's not another one of those 'null void' things, is it?"

" **RATH IS THE NAME OF THE GUY WHO'S GOING TO POUND YOU FLAT IF YOU JUST STAND STILL FOR ONE** …"

He jabbed at the air her head occupied seconds ago.

" **STUPID** …"

His kick just barely missed her leg.

" **STINKING** …"

She jumped back just in time to avoid his overhead strike.

" **QUIT MOVING**!"

"Wait, so you're telling me you give your aliens little names?" Morrigan started giggling again as she continued to avoid Ben's awkward blows "That's the cutest thing ever. They're like you're little buddies you call on, huh?."

"WH- **SHUT UP!** **RATH IS NOT A LITTLE BUDDY I CALL** … **I MEAN I'M NOT A BUDDY RATH CALLS**... **RATH ISN'T** … **YOU KNOW WHAT**? **I'M JUST GONNA KEEP PUNCHING YOU UNTIL YOU TAKE THAT BACK!** "

"Well, it looks like that's going to take while, doesn't it? Want to see a cool trick in the meantime?"

" **NO**!"

"Good…DARKNESS ILLUSION"

The bats that had fled moments ago flocked back onto the scene at the call of their mistress. They all gathered together in a swirling funnel shape – flickering with an otherworldly purple light – until they formed together to create a perfect double of their lady right behind Ben. Morrigan felt a bit disoriented as her brain tried to process controlling and looking through two bodies at once, but after as many times as she performed this technique, she quickly got used to it. Ben on the other hand looked utterly baffled as he stopped his punching frenzy to look back and between the two Morrigans.

" **I SAID DIDN'T WANNA TO SEE** -"

As Morrigan snap kicked Ben's jaw closed, her clone did the same to the back of his neck. As she shot a punch into his gut, her other drove one into his back. For the next couple of seconds, the two buffeted Ben back and forth in their perfectly symmetrical onset. They beat him with an assortment of kicks, punches, drops, and then finished the combo by launching him back into the busted van with a double Soul Fist. He slammed into the van so turbulently, than he caused it to roll and crash into a neighboring SUV, which then crashed into a by standing pickup, that hurdled into a Humvee, and continued on and on until it had developed into a pileup of automotive wreckage gathered in the corner of the parking garage. Both Morrigans leaned on each other to keep themselves from falling on the ground with hearty laugher as they watched Ben try to crawl his way out of the busted windshield of a small electric car jammed inside the wreckage.

" **YOU THINK THIS IS FUNNY?** " Ben fumed as he tried to pull his body through the small car. " **I MEAN IT THIS TIME, I'M GONNA MAKE SURE YOU GET** …"

_***Beep* *Beep* *Beep* *Booooooooooop*** _

The Morrigans held up their arms to protect their eyes from the very brief but very bright burst of green light from the badge on Ben's chest. When it faded, it took from Ben his imposing tiger-man physique, and replaced it with his less-than-impressive human form. Morrigan looked into his eyes, and saw that the ferocity that was burning inside him seconds ago had now cooled into a frigid dread of what would come next.

"Um…I don't supposed you'd be willing to give me a minute or ten to catch my breath, would you." He asked with a sheepish smile.

Morrigan didn't usually have much patience for pleas for mercy, - which is why she did what she did to Psyphon – but something about Ben made her actually want to forgo killing him. Sure, she did promise to finish him off when she got the chance, but she had so much fun fighting him and his amusing alien forms. Moreover, the handful she fought against only represented a small fraction of what he could become. It would be such a shame to get rid of so many promising sparring partners; especially since she had gone so long without a satisfying opponent.

"Fine," She said with a sigh. "I suppose you've fought well enough to deserve a small break."

"Really?" Ben looked honestly surprised at Morrigan's generosity. "That usually doesn't work on the guys I fight with. That's real sporting of you."

"Well, if there's one thing I'm known for, it's my accommodating personality."

Morrigan snapped her fingers, and her double began to dissolve as the bats that comprised it began leaving their foundations. The small creatures then poured themselves onto her back to create a pair of gnarled, skeletal wings tipped with twisted bony spikes.

"In fact I'm so accommodating, I think I'll let you rest up until the end of this sentence…FINAL SHOWER!"

A barrage of jet black magic missiles shot out of Morrigan's ghastly wings as if they were machine gun rounds. They spiraled through the air, as they sped towards the wreckage of cars. After she fired her last missile, her wings changed shape once more to become two compact black and green jet turbines. After waving a quick final goodbye to Ben, Morrigan fired up her turbines, and sped through the air to escape the parking complex before her missiles exploded the car wreckage and leveled the place. It was a shame to waste a great fighter like this, but if she were to start going too easy on Ben now, he probably would have started taking their relationship for granted.

But now that she was without any entertainment for the night, she realized that she would now have to go back to Makai and endure another decade of boredom. Darn, maybe she should have thought this through a bit more.

Halfway through ascending the ramps to the top floor, Morrigan noticed the temperature around her beginning to rise rapidly. In a matter of seconds, it felt like she was flying over the ocean of boiling lava from back home. It was even getting harder for her to see where she was going as several trickles of sweat started raining from her forehead and into her eyes. Where was it coming from though? Did the cars explode already? She didn't hear them go off.

Morrigan turned her head to find where the heat wave was coming from, and immediately received a big crackling fireball exploding in her face. Even with her natural resilience, it still managed to singe her face pretty bad. She would recover from it quickly, but still really, really hurt.

The blast threw Morrigan through the solid concrete ceiling of the parking garage headfirst, where she briefly spiraled through the air as she lost control of her turbines, and crash landed on the roof of the structure. More confused than injured, Morrigan picked herself off the floor trying to figure out what had hit her. Just then, another huge fireball blasted its way through the roof and rocketed into the sky like a firecracker. The blaze shot a half a mile up into the sky before it suddenly paused in midair, and plummeted directly towards Morrigan with breakneck speed until it stopped directly in front of her, bringing with it another wave of sweltering heat.

Now that she could see it up close, Morrigan realized that the fireball wasn't quite exactly a fireball; it was actually a human-shaped creature coated entirely in red and yellow flames. It had an oblong head that vaguely resembled a skull, and its face featured two hollowed bug eyes, and a lipless mouth. However, what made her particularly interested in the man of fire was the green hourglass badge stuck to the burning rocks that made up its chest.

A small jet of flame blew out of Ben's mouth as he sighed. "Okay, I was going to yell at you for almost blowing up the whole parking lot, - I had to fix that after you left me to fry by the way; thanks for asking. – but seriously? Darkness Illusion? Final Shower? Did you just throw a bunch of JRPGs against a wall, and name all your attacks after what stuck?"

As carefree as she was, Morrigan couldn't help getting a little offended at Ben's remark. "So you're suddenly the authority on naming things? What did you end up calling this guy? Hot Rod? Matchstick Man? Steamy…"

"Heatblast! I call him Heatblast."

"That's what you went with?" Morrigan scoffed. "And you had the nerve to make fun of the names I made? Did you have to hire a five-year-old to come up with that one for you?"

"I was ten…" Ben muttered under his breath.

"What was that?"

"I said: 'Eat this'!"

The second Morrigan saw Ben beginning to fling yet another fireball at her, her wings reverted to their normal shape just in time to block the attack with their width. After the flaming projectile harmlessly burned itself out on her pinion, she drew it aside to launch a counterattack only to find out that the fireball was a feint. Out of the corner of her eye, Morrigan saw Ben at her unprotected flank just in time to dodge his punch with a slight turn of her head. Unfortunately, she wasn't able to draw back in time before Ben opened his fist and unleashed a devastating explosion of flame right in her face. The blast tore Morrigan off the roof and turbulently threw her down to the streets bellow.

Spreading out her wings, she was able to slow her decent for just a moment before Ben dropped out of the air at blazing speed, and stamped both of his feet on her stomach. He knocked the wind right out of her as he kicked off her belly with a combustive kick-off that planted her straight into the ground. Morrigan didn't even have a chance to pick herself up before Ben began to shower her with an aerial bombardment of fireballs. Quickly, Morrigan brought up her wing shield to protect her from his onslaught, while her other wing bisected a nearby fire hydrant. A mighty torrent of water sprung forth from out of the street, and pounced on Ben like a liquid viper, completely extinguishing his body of fire with a loud hissing noise. The hero trailed a thick cloud of hot steam as he fell down onto the pavement, sending cars and debris in every direction as he broke a shallow Heatblast-shaped crater into the street.

"Hey, you mind changing into something else?" Morrigan asked Ben as she got up on her feet. "I'm getting kind of bored with 'Heatblast'. Change into something scary."

"What do I look like; a jukebox?" Ben snapped as he tried to get himself upright. "I'm not here for your entertainment, lady."

"Yes you are." Morrigan corrected. "Now get to changing. I'm not done fighting you yet."

"And just when will you be done fighting?"

"Until I'm satisfied,"

"And what's the ETA on that?"

"Sunrise. Maybe even later if nobody comes to take me home."

"Well I hate to be a party pooper Morrigan, but if it means that I get home in time to catch the Midnight Monster Movie on TV, I'll kick your butt back to where it came from myself."

"Beat me by midnight?" Morrigan shook her head as she chuckled at Ben's empty threat. "I'll admit you're a decent fighter, but you're just being silly. Now change into something capable and water-proof so we can get on with the festivities."

"Lady, there's a never-before-seen B-movie coming on tonight, my DVR is busted, and I don't know how to pirate stuff on the internet." As Ben irately listed off each one of his points, his body slowly started to glow brighter and brighter. "If you think you're going to get between me and a crummy 1979 monster flick about ninja ghosts haunting a suburban shopping mall just so you can play your stupid games, then you're going to end up getting burned!" As he slammed his fist into his hand to punctuate his words, the fires covering his body roared back to life, stronger than before.

"I can't say I really care about you missing your movie," Morrigan said as she charged both of her fists with magical energy. "But if that's what it takes for you to get serious about fighting me, then burn me to ashes."

Ben shot forward with an immense explosion blossoming from the soles of his feet with blazing infernos raging in both his fists. Morrigan's wings turned back into turbines that propelled her forward with Soul Fists burning in both her hands.

And the battle raged on…


	8. Chapter 8

"You know, I'm starting to see what Charmcaster saw in having giant minions doing her dirty work." Darkstar mused as he watched Rook struggle in the grip of his own TRUK. "It saves a lot of my mana, and it keeps me from getting my hands all bloody from murder. I don't know why I didn't think of this sooner."

"You do you do realize you have not won anything yet." Rook said as he covertly reached for the remote control to the TRUK nestled inside his belt. The task was made even more difficult as he had to fight to move even an inch within the hold of the Monster-TRUK. "Even if you kill me, you will still have to deal with Ben."

"I don't have to 'deal' with anyone." Darkstar said. "My lovely accomplice is making short work of him as we speak."

"And just who is this accomplice?" Rook asked with genuine curiosity. He could feel the tips of his fingers rubbing against the casing of his remote. If only he could move his hand down a few more inches, he could regain control of the TRUK with the simple press of a button.

"Nobody you need to concern yourself with." Darkstar told his captive. "After all, you've got a whole lot of dying ahead of you."

Hearing its cue, the Monster-TRUK let out a low growl as it trained its gun arm on his former master's head. His time quickly running out, Rook tried with all of his might to reach for his remote, but the ever-tightening hold of the motorized monster would not allow him to get any further. Even more distressing was the fact that the creature's claws were almost through slicing through his armor, and were mere seconds away from lacerating him…if his skull wasn't completely filled with bullets before then.

"You know," Darkstar said as he rubbed his chin thoughtfully. "It just now occurred to me that in the midst of wanting you kill in the few minutes we've known each other, I never bothered to learn your name."

"My name…is Rook…Blonko" It was getting difficult for Rook to even talk as the Monster TRUK's hold continued to grow tighter and tighter.

"'Rook Blonko'?" Darkstar repeated with dubiousness in his voice. "What an absolutely droll name for an alien. Rest assured, once I obtain the power I seek, I'll be paying a special visit to everyone who has had the misfortune of knowing your…your…""

Halfway through his threat, Darkstar stopped talking as his gaze started to drift towards something above the Monster TRUK's head, and a look of scorn and horror slowly began to appear on his face. "No…NO! Not Now!"

Both Rook and the Monster TRUK turned to look above their heads just in time to behold a great crackling fireball falling out of the sky directly towards them. With a roar that sounded like a horn and several different car alarms mangled together in a giant blender, the automotive atrocity swung its gun arm out of Rook's face, and pointed it directly at the blazing meteorite. It didn't even have a chance to fire before the mysterious projectile flew through its defenses, and crashed into its chest with such incredible force, that it tore the vicious vehicle's torso clean off the rest of its body with a loud metallic ripping noise.

The creature let out one last shrill honk before its body fell down in the streets like a ton of bricks, scattering auto parts everywhere. While his truck didn't survive the fall, Rook managed to persevere by leaping free of the creature's weakened grasp. He winced as a sudden jolt of pain stabbed his chest when he landed on the sidewalk. He realized that the claws of the TRUK must have managed to pierce through his armor and scratch at him while he was distracted with trying to escape its hold.

Watching the mechanized monstrosity's disembodied legs fall to their knees and collapse on top of the rest of its body, Rook caught a brief flash of green light shining in the pile of debris. Seconds later, he saw Ben's form dig itself out of the wreckage of his car.

"Okay Rook, I know what it looks like," Ben admitted while he rubbed a bruise on his forehead. "But if you just give me a moment, I can explain to you why it's not my fault your car got wrecked…this time."

"I would much rather like to hear about why you were not in the Proto-TRUK when I needed your backup." Rook asked sternly.

"Dude, it's not my fault!" Ben exclaimed. "I was on my way back, then I ran into this girl, and then…things got weird."

"Is it not our job to handle things that are regarded as 'weird'?" Rook adduced.

"Well…yeah, but this was a different kind of weird. It was…wait, what about YOU? Where were you when I was calling for backup, Mr. Punctual?" Ben retorted. "I couldn't get you to pick up your communicator!"

Rook bit down on his bottom lip as he struggled to answer the question. "…things got weird."

"Really now? You don't say."

"In my defense, I am unprepared to deal with magical threats. Which is why I desperately needed your help. "

"What threat?"

Rook directed Ben's attention to Darkstar with a finger point. "He insists that he is a wanted criminal, and your greatest enemy. He calls himself-"

"Well look who decided to grace us all with his divine presence." Ben said with thick sarcastic praise. "The illustrious Mr. Michel Morningstar himself. Digging the gold complexion by the way. How many diseased alley rats did you have to drain to give your skin that divine luster?"

"Spare me your infantile banter, you troglodyte." Darkstar spat. "Tell me where Morrigan is."

There was that name again. Ben looked a little confused at the villain's demand. "Morrigan? How do you know about…"

Ben was cut off by a shrill whining noise eerily echoing through the streets. Before anyone had a chance to ask what it was or look where it was coming from, a large purple figure fell right between the three of them. Where its feet should have been was a giant drill bit that stabbed itself deep into the street, creating a high magnitude tremor that shattered the pavement like thin ice, strewed parts of the TRUK everywhere, and threw Ben and Rook through the window of a convenience store a block away from where they were standing moments ago. Thankfully, Rook's broken armor held together long enough to protect him from the carpet of glass shards he landed on, but not from getting a painful bruise on his back.

With an anguished groan, Rook tried his best to ignore his injuries, and cautiously made his way to the window to see who exactly hit him. Through the shattered glass window, standing just a few yards away from the store was a fair-skinned, green-haired woman with two small purple wings sprouting from her head. The drill bit beneath her curvy waist unraveled itself to become two great wings attached to her back, and to reveal two shapely legs clothed in purple leggings decorated with black bats. Rook supposed that this woman might have been considered attractive by human standards, but to him she was just an oddly dressed humanoid.

Rook focus on the stranger was uncouthly broken by the sound of something being crunched beside him. He turned to his right to see Ben kneeled right beside him, chewing on a mouthful of garlic cheddar potato chips from the bag he was holding in his arm – no doubt snatched from the aisles of the store. As he downed his mouthful, he was about to reach for more chips when he noticed the glare Rook was giving him

"Don't give me that look dude." Ben said. "I've had a long night."

"So have I." Rook said, showing Ben his punctured armor.

"Oh…sorry dude."

"It is all right. I suppose we could both benefit from a long rest after all of this is over." Rook nodded his head in the direction of the woman outside. "Do you know who that is?"

All it took was one look out the broken window to make Ben drop his chips, grab Rooks head, and force both of their bodies underneath the windowsill. He put a single finger to his anxiety-flushed face to tell his partner to keep quiet. The two of them sat silent and motionless on the floor while they listened to the sound of the woman's high heels slowly strolling through the streets. When the footsteps faded away into the night, Ben left out a huge sigh of relief.

"I take it she has contributed to your long night?" Rook asked.

"You could say she's a platinum donor, yeah." Ben sighed. "Name's Morrigan Aesiland. She may or may not be that escaped Null Void con we've been looking for."

"The one that killed Psyphon?"

"Oh no, she didn't kill him; she just 'looked into his dreams'." Ben said sneeringly.

"Is 'looking into one's dreams' supposed to be another earth metaphor I am not aware of?"

"Nah, it's just as stupid as it sounds."

"I see," Rook acknowledged. "Actually now that you mentioned it, Darkstar did mention that someone named 'Ms. Aensland' was responsible for giving him his new powers."

"Well that explains his fancy new tan." Said Ben. "It was pretty generous of him to leave her alive though; Dorkstar never usually leaves a meal unfinished."

"I think they might be working together." Rook suggested. "Darkstar did also mention that he was working with an accomplice. He must have held off stealing all of her mana for some reason. The question is now is why."

"You know, I think we're putting way too much effort trying to guess whatever Dorkstar's endgame is." Ben pointed out as he got up to his feet. "He's just gonna end up telling us what it is just before we start fighting him anyway. Then he'll be all like: 'You fools could never hope to foil my ingenious plan' right before I clock him in the jaw."

As he simulated a right hook, a chiming sound came from Ben's wrist as the Omnitrix announced that it had finished recharging, and was ready for use. Ben opened the device's faceplate, and began browsing through his selection of alien forms with his fingers on the small touchpad inside.

"Come on, let's try to get this all over with before midnight." Ben said as he climbed through the window, being careful not to cut himself on the few remaining pieces of glass left inside the pane. "Also, if Morrigan says something that sounds like it could be a idiom, never ever ask me what it meEEEEAAAAAAAHHH-"

Faster than Rook could even draw his Proto-Tool, a purple tentacle came out of nowhere and coiled itself around Ben. His partner's scream turned into a dry wheeze as the attacker tightened itself around his gut, and yanked him through the window, and down the street.

"BEN!" Rook exclaimed as he watched his friend being pulled farther and farther into the shadowy distance.

With what little time he had before the tentacle slithered into the abyss with Ben, Rook hurriedly and purposefully transformed his Proto-Tool into a bow. Pulling back the bowstring to create an energy arrow, he tried to get a bead on the tentacle; a task made extremely difficult with the thing's dark color and slender shape. The best thing Rook could use as a marker was the small green glow from Ben's Omnitrix shining in the distance, but even using that as a guide, he would still have to shoot off-target to avoid arrowing Ben in his arm. With what little time he had before the target disappeared, he didn't long to properly judge his shot.

Only mostly sure of his aim, Rook released the bowstring, and shot his arrow. The luminous energy bolt flew through the air, sailing far down the street until it dove and buried itself into the ground, severing the tentacle in two. The larger portion of the limb continued to crawl away while the rest of it flailed about like a fish as its grip on Ben weakened.

"Whew, nice shot Rook." Ben congratulated as he started to pull the elongated digit off his stomach. "For a moment there I thought she had me."

As soon as Ben touched the severed tentacle, it exploded into a massive wave of screaming flying hairy bats.

"Aw man!" Was all Ben had time to say before he disappeared into a swirling black cloud of tiny moving bodies. Rook could see him thrashing around helplessly through the gaps of the twisting mass as it lifted him into the air. Transforming the Proto-Tool as fast he could, Rook shot a grappling hook at the swarm, hoping to lasso his friend and pull him free. Nevertheless, despite his incredible marksmanship, Rook's line ran out of give just short the bat colony, and retreated into the Proto-Tool just as they began to soar out of his field of vision.

It was only after he started chasing after the flying rodents that Rook began to process what had just transpired in the last fifteen seconds. While he didn't know much about magic, he could take a wild guess that a tentacle that could spontaneously turn into an army of bats would most likely belong to either Darkstar or that "Morrigan" person. That meant he was probably heading into an encounter with one – possibly two – very dangerous, magically empowered juggernauts dressed in body armor that was just barely holding together. If he continued chasing the bats back to whomever they called master, he would most likely be dead within seconds.

Even while Rook was acknowledging all of this as fact, his legs continued to carry him through and alleyway in pursuit, and his eyes did their best to keep the bats in his sights while he thought out a possible strategy to neutralize his opponents without being hit. All the while, there was a thought resting at the back of his head wondering if it was in his best interest to put in a request with Plumber Command about getting a new partner. Because at some point during their time working together, it seemed that Ben's recklessness was starting to rub off on him.


	9. Chapter 9

"I'm starting to get real tired of playing hide-and-seek with you," Morrigan said as her bats dropped Ben on the alley floor. The swarm of flying rodents then returned to her back to reassemble her wings bit by bit. "Do you realize I had to go looking for you three times tonight? Is 'running away' the only martial art you're any good at?"

"No, Argit still holds the black belt for that," Ben said as he got back ono his feet. His right hand rubbed at a sharp pain stabbing into his back.

"Who's Argit?"

"Nobody important," Ben answered. "And by the way, I wasn't hiding. The Omnitrix timed out after you dunked me into my friend's car."

The wings on Morrigan's head perked up with her ears at Ben's words. "Oooh, you have a friend? Is he any good at fighting?"

"Why was that the only thing you managed to pay attention to?" Ben griped.

"It was the only thing you said that was worth paying attention to, sweetie," Morrigan answered rather bluntly. "Plus, I happen to like the idea of taking on two guys at once."

Ben let out a loud groan while he buried his face in his palms.

"Hey, don't give me that. That was a good pun."

"You notice how there's only one of us who thinks that? Don't get me wrong, I like gross-out humor as much as the next guy, but you…"

"I'm a succubus, kid. Suggestive witticisms are my thing."

"Were they supposed to be witty? I honestly couldn't tell. All this time, I thought you were just vomiting."

"And here I was thinking you were grown enough to appreciate a little bit of crudeness. My mistake, I guess."

"I don't think you of all people should be talking about being grown-up." Ben countered. Of course, he definitely wasn't one to talk either.

"That's where you'd be wrong."

As Morrigan started to walk closer to him, Ben felt his mind beginning to fall under the sway of her seductive influence again. His focus was dominated by her dazzling eyes and voluptuous curves; it was becoming difficult to think about else with her delicate arms around him.

"I happen to be a great teacher when it comes to…adult situations." She cooed in his ear. "Why don't I give you a private lesson?"

Morrigan's voice and the implications it carried tickled Ben ear as it traveled down his spine with an electric charge. As cold as it was tonight, he still found himself sweating under his collar, while his heart was beating as if it were a hummingbird. With Morrigan's lustful spell clouding his mind, there was nothing more he could ever want than her divine touch, and her soft, plump, red lips pressing against his.

Oh, wait, sorry, I was wrong; there **_was_** something he wanted more. Something he desired so bad, that the very notion of losing it pulled him out of Morrigan's trance just before she landed another one of her memory-snatching kisses on him.

That thing was getting home in time to watch ghost-ninjas haunt a mall full of unsuspecting teenagers.

Fully awake, Ben quickly slid his hand between his and Morrigan's faces just as their lips were about to touch. "I don't know how things work in the Null Void - and I sorta don't care - but in this dimension, we've got this thing called the 'Age of Consent'," He said as he pushed her away. "And what that means, in a nutshell, is: 'Get out of my face'!"

"Hmmph, way to ruin the mood, sourpuss." Morrigan pouted. "If you're going to be like that, at least turn into someone before you get physical. Maybe someone with…electric powers - - NO! Swords!" She exclaimed with all the excitement of a child in an ice cream parlor. "Lots of swords! And a huge laser cannon!"

"I already told you, I'm not a jukebox," Ben said as he shuffled through the Omnitrix for an alien tough enough to beat Morrigan in the next thirty minutes or so. "You know what I can't figure out? If you like fighting weird monsters so much, what made you bail out of the Null Void in the first place? It's literally crawling with them."

The air seeped out of Morrigan's smile in the form of a frustrated sigh. "I'm sorry; I haven't been able to catch up on all the changes in human mannerisms for the past decade. Did it suddenly become trendy to spout nonsense repeatedly until people magically understand what you're talking about? I told you, I don't know what a null void is. I came from Ma-"

Before Morrigan could say any more, three golden tentacles reached out from the darkness behind her, whipped themselves tightly around her head, mouth, legs, and arms with loud wet slapping noises, and hoisted her into the air. Only slightly surprised by the sudden turn of events, Ben's eyes followed the gilded appendages until they fell upon Darkstar, slinking out of the shadows.

"Tentacles? Seriously Mike?" Ben asked, rolling his eyes. "I used to think you were too classy to be this on-the-nose with your creepiness."

Darkstar narrowed his own eyes at Ben's mockery. "Tennyson, tonight has been one of the worse I've had in my life; second to when I had the misfortune of meeting you. I've learned that the woman I love has abandoned me in this wretched city, I was dragged through the streets from a truck, and my accomplice here failed to fulfill her promise of ending you in a timely fashion. The least you could do for me is still your incessant tongue while I drain this demon's power, and salvage my plans."

"Oh cry me a river, Lovecraft. I've been trying all night to get home in time to watch very important, very terrible B-movie; but I can't do that because I have to deal with nutcases like you."

"You actually have the gall to compare all the humiliation and torment I went through to drain this succubus to that schlock?"

"Considering that your big bad convoluted plans have a habit of sucking and failing anyway, yeah, I dare. At least my movie is going to be entertaining when it fails. But then again, I guess it'll be funny to watch you fall on your face after I punch it into your skull."

"Not this time, Tennyson. This time things are different. This time I have-"

"See, when you have to say stuff like that, it doesn't exactly fill me with confidence – especially since you always say something like that right before you get your butt handed to you on a platter. So why don't we skip to the part where you let the lady down so I can put you both back in the Null Void, and go home?"

Darkstar rubbed his chin thoughtfully at Ben's words. "As much as I hate to admit it, I believe you're right Tennyson." He said as his tentacles began to lower Morrigan's body into his open arms. His greedy fingers twitched in anticipation as he drew her closer. "I suppose the best way to show you the real depth of the power I am about to wield is to let you experience it firsthand."

As Darkstar spoke, his arm reached up to touch Morrigan's leg dangling out of her tentacle restraints. He only managed to brush his fingertips against the bottom of her shoe before her stiletto heels suddenly jutted out and drove themselves into his left hand and right arm like a raven's talons. The brutal sound of bones cracking under her heels brought a hilarious end to Darkstar's menacing façade as he fell to the floor, crumpled into a ball, and cried out in anguish. His tentacles quivered feverishly at his cries, leaving them too feeble to defend themselves Morrigan as her own tendrils lashed out, and tore her out of their hold.

"Hmph, figures that the one good deed I do in a century would come back to bite me," Morrigan muttered as she landed gracefully on the ground next to Darkstar's writhing form. "I guess it's true what they say: No good deed really goes unpunished."

"What exactly made you think to help a power-hungry blowhard like Darkstar was a good deed?" Ben asked. "No, scratch that; what made you think it was a remotely good idea?"

Morrigan shrugged. "It was a good idea when I was chasing wild flares of power looking for you. He said he knew where you were, so I helped him out with a bit of energy."

"Just a bit?" Ben took another look at the several tentacles sprouting out of Darkstar's back like overgrown vines. He could make out thick, grotesque, blue and purple veins throbbing underneath his translucent golden skin, shining with pus. Even with his iron stomach, Ben began feeling a tad nauseous at the sight. "You sure about that? Because I don't remember him ever-growing an octopus out his back after drinking mana."

"Oh, that's normal," Morrigan said dismissively. "It's just my demonic energy trying to manifest itself in his body."

"You know – for a girl who's really into body humor – I'm not really sure you know what actually considered normal for the human body," Ben replied skeptically. "Because it's definitely not that."

"I didn't say it was a 'healthy' kind of normal." Morrigan clarified. "I meant it was a normal symptom to show before my energy becomes too much for his body to handle, and he pops like a boil."

"…wait, WHAT!?"

"It's strange, though; he should've blown up a couple hours ago, and he doesn't look the least bit bloated. I tried it on a group of cultists some time in the last century, and it only took thirty minutes for them blow…heh."

"What's wrong with you? You can't just go around blowing up people!"

"Why not? It's not like you care about him anyway."

"Well…no, I don't…but the guidelines for being a hero say I can't let anybody ice anybody; no matter how evil, creepy, or annoyingly pompous they may be…plus I don't want to have to fill out any paperwork when I get back to-"

" ** _SHADOW BLADE_**!"

Ben fell over backward in surprise as Morrigan suddenly bounded forward and charged towards him. The deep purple blade extending out of her forearm cut right through the front of his sweat jacket, just barely missing his chest. The moment Ben hit the ground; he immediately rolled to the side to avoid being spiked by a two-handed Soul Fist.

"Don't get sentimental with me, Mr. hero. Didn't I warn you about concerning yourself with anything other than fighting?" Morrigan asked while she took more swipes at Ben. "If you don't stay focused, you're going to wind up dead."

"You should take your own advice, my lovely Morrigan," Darkstar said as he leaped onto Morrigan's back. His tentacles latched onto her back tightly as he struggled to force his broken arms to work long enough to touch her. "I find hypocrisy a disgusting trait for a woman to-"

A large spring made of Morrigan's wings punched Darkstar in the gut, pushing the villain of her back. His tentacles fluttered behind him like kite tails as he flew into, and toppled a brick wall.

"And I can't stand men who can't take a hint," Morrigan told Darkstar. Ben could hear irritation slowly bleeding into her naturally sultry tone. "Maybe I need to be a bit clearer for you to understand me. Oh, and if you happen to survive this, do me a favor by crawling into a corner and dying? Okay? Thanks."

"NO! WAIT-" Ben yelled in protest, but Morrigan either didn't hear him, or – more likely – didn't care as her hands began to glow with a familiar purple aura.

" ** _SOUL FIST_**!"

The skull-shaped shot blazed out of Morrigan's fist with a big burst of magical energy as it rocketed towards Darkstar. However, just as it was about to overtake him, the attack suddenly deflated as it was sucked into the palm of his waiting hand; just as Ben feared would happen. He went into a brief villainous laughing fit before he suddenly doubled over in screaming agony.

Ben let out a long, loud, and heavy sigh before he spoke. "When I asked you why you gave Darkstar energy, it wasn't an open invitation to give him _MORE_!"

"You know, you weren't this much of a jerk back in the elevator," Morrigan said, sounding even more irritated. "I don't know why you're so bent out of shape anyway. With that much demonic energy ravaging his insides, it's only a matter of seconds before he explodes, and we can get back to-"

" ** _GRRRAAAAAAAAHHHHHH_** ~"

With his eyes virtually bulging out of their sockets, Darkstar's entire body shook as a long, penetrating, inhuman scream erupted from his mouth. The yell was so loud that – even after Ben slapped his hands over his ears to dull the noise – he could still feel it reverberating in his bones like guitar strings. Underneath all the noise, he could faintly make out the sound of cartilage and bone crunching as Darkstar's arms twisted, bent, and folded themselves back into place. Underneath a downpour of sweat, the color in Darkstar's face – along with the rest of his body – slowly dulled from gold to bronze, to a dark crimson.

Darkstar's tentacles underwent the most drastic and horrifying transformation as they all began to swell twice their size. The sound of flesh tearing was the next sound to upstage Darkstar's screams as the tendrils ripped themselves apart to create mean scowls full of sharp jagged teeth for the dragon heads sprouting from their tips like gruesome scaly red blossoms. They each made a low unnerving growl before joining their host's screams with a trio of deafening bloodthirsty roars, announcing their unholy birth to the world. It was such a forceful bellow, that Ben had to brace himself against it just to keep himself from falling over backward.

"Huh, I guess you were right after all," Morrigan admitted casually. "My bad."

"Would it have killed you to realize that five seconds ago?" Ben fumed as he hurried his search through the Omnitrix, frantically looking for the mugshot of Waybig's head. Right about now, he could care less about his promise with the city council. If he didn't do something soon, there wouldn't be a city to break a promise with.

Halfway through the search, Ben realized that Darkstar had stopped screaming. He looked up from the Omnitrix to see him floating about two stories in the air, glaring at Ben with a murderous ire so hot, he could practically feel it searing into his forehead. Floating around him, the bodies of his dragon-headed tendrils were flaring up with deep thick red auras as the all opened their mouths to reveal small raging infernos burning in the backs of each of their throats.

"Aw crud…" Ben cursed.

" ** _BURN!_** " Darkstar thundered.

The night sky lit up, the cold dusk air became dry and sweltering, and everything started to shake as the three dragon heads unleashed three huge screaming torrents of energy from their gullets down on the streets below. Combined, they were bigger than a cruise ship and moved twice as fast. There were only seconds before they would hit the ground and whittle the population of Downtown Bellwood down to zero; not enough time to choose the right alien to save the day. Ben slapped his hand over the Omnitrix, and prayed that he'd at least turn into something durable enough to survive being barbecued.

The alien gadget let out a quick flash of light as it instantaneously shifted and warped Ben's body into some sort of alien. With only seconds to spare before the dragon blast leveled everything, Ben took a very very quick look at his hands to find out who he had transformed into, and what he could do. 'Green?', 'Crystal?', 'Diamondhead!', and 'Wall!' were the words that rapidly popped up in his head before he pounded the ground with both his gemstone fists and a huge expansive crystalline wall punched its way through the concrete as it rose up into the sky. It had just reached its apex when Darkstar's attack hit it with such ferocity; the resulting shockwave threw Ben's adamant body to the ground. The crystal barrier was reduced to a shower of jewel shards, but not before it bounced the blast safely into the sky where it could do no harm to anyone…well, not on Earth anyway.

As Ben started getting Diamondhead's crystalized humanoid body off the ground, he spied Morrigan soaring through the air, making haste towards Darkstar.

"The heck do you think you're going?" Ben yelled after her as he jumped to his feet and gave chase. Using Diamondhead's natural ability to generate crystalline constructs, he created a path of diamond for himself that stretched from the ground to the sky. Though it allowed him to follow Morrigan, she was still flying far out of his reach.

"I'm going to kill that Darkstar kid once and for all," Morrigan answered sharply as she turned her head to talk to Ben. "He's gone from amusing to aggravating faster than any human I've ever met."

"You do realize that every time you've tried to kill him, he's just come back stronger, right?" Ben asked. "I just want to know that we're on the same page here. 'Cause I don't think my stomach can handle whatever else Dorkstar's gonna mutate into."

"So I won't use magic." Morrigan proposed. "It's not like I really need it to beat him. He only has the barest minimum of my power at his disposal anyway."

Morrigan turned her head back to look where she was flying and cried out in surprise as one of Darkstar's dragon heads sprang towards her with drooling fangs wide open and ready to swallow her whole. Acting quickly, Morrigan held out her arms and legs to prop the beast's jaws open. Despite what she said about Darkstar's strength being inferior to hers, Ben saw her body shake as shake as she struggled to keep the Dragon from devouring her. Morrigan's wings weren't much help to her either. Every time her wings created a whip, a blade, a bat, or any other sort of shape, the dragon's thick sticky forked tongue would divide itself in order to coil around it to keep it still.

"This is only your BAREST minimum, my dear?" Darkstar laughed gleefully. He had that smug look on his face that made Ben's teeth clench, and his knuckles itch. A disposition he could only solve by clocking him square in his smiling mug. "I've never felt this wonderful in my entire life! I feel like I could level the entire planet. If this is only a fraction of your power, I can only imagine the fear that will spread throughout the universe once I drain the rest from your beautiful corpse."

"Sorry Mike, but I'm afraid I'm gonna have to cut you off the magic for tonight," Ben said as he made a makeshift crystal staircase escalating towards the dragon head trying to chew Morrigan. Like it or not, he had to save her before she became Darkstar's pre-apocalypse snack. Otherwise, he could kiss pretty much everything goodbye. "You know how cranky you get when you have too much-"

The next thing Ben knew, something big ran into him, knocked him off his crystal road, and into the side of a building. He didn't have long to wonder what hit him before he saw not one, but two of the dragon heads surging towards him like runaway missiles.

Thinking fast, Ben used Diamondhead's powers to sprout crystal hooks out of his back and into the building to anchor himself, then – just as the dragon heads were about to try and plow through him – he grew both his hands big enough to grab both of the beasts by their snouts. Using the wall to brace himself, Ben was able to push both of the dragon's faces out of his, but only just a little bit. The beasts' blood red eyes were wide open and dyed with savagery as they roared, struggled, and flailed wildly in Ben's hands.

"Listen, dudes, we're not going to get any closer to beating each other senseless while we're stuck like this," Ben told his opponents. "So what do you say we just cut our losses and call this a draw?"

The dragons responded by spewing two great rivers of flame from their mouths, drowning Ben in a blazing tsunami. The attack was relentless and would have sealed the hero's fate if it weren't for the fact that Diamondhead could easily withstand fire.

"Alright, I'm just going to abbreviate all that into one big 'no'," Ben said. Even though they couldn't hurt him, he couldn't help flinching a bit as the flames passed over his eyes. "Welp, at least you can't say I didn't give you two a chance to back out before I did…THIS!"

From Ben's fingers, both dragons were overtaken by an outbreak of green crystal crawling over their snouts, over their eyes, and across their scaly skin. The flames erupting from the beasts' mouths were choked off as the crystal crawled past their lips, and down their throats. They didn't even have a chance to defend themselves before they transformed into jade statues. Normally, Ben would have refrained from using such a lethal attack on living creatures. But the way he saw it, the dragons were basically great, big, ugly, magic pimples sprouting out of Darkstar's back, in desperate need of popping.

With both of the monsters out of commission, Ben tore himself off the building, flipped himself on top of one of the crystallized dragons, and followed the length of its back to its master. He didn't get far before he jerked to the side to dodge a magical crimson-colored bolt. Seconds later, he found himself caught up in a hailstorm of magic bolts courtesy of Darkstar, who was floating only half a mile away. In spite of it all, Ben continued down the dragon and pushed through the onslaught. He just wanted this night to end so he could go home and get some sleep. He didn't even care about that stupid monster movie anymore.

Mostly.

"A stubborn fool to the end, aren't you Tennyson?" Darkstar said as he continued to sling his magiks at Ben. "Even a thickheaded twit like you must realize there's no way to stop me this time. As soon as Morrigan is in my grasp, I'll be a god amongst gods!"

"Okay, one: you already had her in your grasp before, and you still managed to screw that up royally. And two, I already beat up your overgrown warts." Be countered. "So excuse me if I don't seem worried."

"You really should be, Tennyson. Those 'warts' were only a mere taste of my new abilities. Even without all of that demon's power, I now wield magiks that put Chamcaster and lovely Gwen to shame. Not even your precious alien forms could even begin to measure up to what I can do with just my thumb. And since you've insisted, I'll show you first hand what I-"

Ben stopped listening to Darkstar's long-winded monolog about two sentences in. While the villain continued with his speech, Ben held out one of his arms to his left where a stray magic bolt tagged it in the shoulder. The shot then bounced off Diamondhead's reflective skin, rebounded off the side mirror of a car down below, ricocheted on another mirror posted outside a restaurant drive-thru, and burned right through the spot on Darkstar's back where he ended, and the three dragon's necks began. The sound of Darkstar letting out a wail of pain made all those hours Ben spent on the local arcade's light gun machines to get that one-in-a-million shot down worth it.

"Gee Mike, you don't sound too good," Ben said with insincerity dripping from his voice. "Don't you worry, though; Dr. Benjamin K. Tennyson is here to fix you up."

"Get away from me, you idiot!" Darkstar barked as Ben leaped off the falling dragon, and dove right for him like a meteorite. Before he could really think the action through, he hastily fired another magic bolt that reflected harmlessly off Diamondhead's shoulder.

When Darkstar was within reach, Ben wrapped his legs tightly around his midsection, squeezing the air from his lungs. Between losing oxygen and trying to support both his and Ben's combined weight, Darkstar was having trouble staying airborne as he started to slowly fall out of the sky. His newfound powers apparently didn't improve his physical strength by much. "GET! OFF! ME!"

"Uh-oh, looks like **_some_** body's getting a bit uppity." Ben taunted. "Don't worry, I'll give you something to knock you out so you won't feel a thing. The bad news is I forgot my sleeping gas at home, so we're gonna have to do this good ol' fashioned way: with some blunt force trauma."

All it took was one good, hard, solid, well-deserved punch to the jaw to make Darkstar completely lose control of his levitation, leaving both he and Ben to plummet down to the streets bellow. Seconds before they both hit the ground, Ben grabbed a flagpole planted outside a fire station, released his leg lock on Darkstar, and watched the villain hit and tumble wildly down the street until he face-planted into the side of a restaurant. Swinging back and forth on the flagpole like a pole vault, Ben launched himself back into the air and landed next to Darkstar's stunned frame.

"Oh, now I see what the problem is," Ben exclaimed as he flipped Darkstar onto his back so he could see his bruised and scratched-up face. "Looks like you've got some serious swelling going on in that big fat head of yours. That's a common symptom of absorbing demonic mana and being a pompous jerkwad creeper. 'Course, it could also be because I socked you right in your face, but let's just go with you being a jerk."

Ben slapped his hand over the Omnitrix badge on Diamondhead's waist and – in another flash of emerald light – he transformed into a tall, slender, ebony-skinned, one-eyed alien wearing a green vest. On its fingers, the long tail sprouting out of its rear, and the two others hanging from the back of its head, were yellow spark plugs that crackled with sparking electricity. Ben liked to call this alien "Feedback".

"Lucky for you, I've got just the thing to fix you up." Ben continued as he kneeled down to reach for Darkstar's face with his metal-tipped fingers. "A Conductoid deep-tissue massage."

"You'll do no such thing!" Darkstar barked. He seized both of Ben's wrists to keep him from touching him. "I won't let you undermine another chance at glory! Not after everything I've gone through to attain it!"

"Sorry Mike," Ben said as his head tails slipped through Darkstar's guard and latched themselves to his face. "Doctor's orders."

Darkstar screamed and trashed about in protest while Ben's head-tails started to drain him of his stolen energy. As the red colored energy leaped from his body to Feedback's, his skin began to change rapidly from red to gold, to a healthy peach color, and finally back to being gray and withered. Inversely, with each second Ben stayed hooked up to Darkstar, he began to feel himself gradually get stronger and stronger. It felt like he was shotgunning a bunch of energy drinks back to back.

"NO!" Darkstar screamed. His eyes were wide and bloodshot with rage while his nostrils flared wildly. "GIVE IT BACK!"

Ben let out a pained grunt as he felt Darkstar trying to take back the energy, draining it out of his wrists. But with so much power already taken from him, he could only sip up a trickle of mana into himself while Ben was gulping down barrel fulls. In no time at all, the underwhelming power struggle came to an end a Darkstar's grasp on Ben's wrists slipped, his shriveled and balding head fell to the ground, and he fell into unconsciousness with one final groan of protest.

Ben took a huge sigh of relief as he stood up and removed his head-tails from Darkstar's face. "Man, I'm glad that's over."

Immediately after saying it, Ben's skipped a beat, he slapped both hands over his mouth, and his cycloptic eye frantically searched the area for something or someone coming for him out of the blue. He prayed that just this once, Murphy's law was on break and didn't…

Right in the middle of his thought, something that felt like a rocket struck his feet from underneath him, and knock him to the ground right on his chin. Doing his best to ignore the blaring pain shooting through his face, Ben whirled around to face his attacker; completely unsurprised to find out it was Morrigan.

"Not by a longshot, kid." Morrigan sang. Her spear-tipped tentacles undulated behind her in anticipation as she spoke. "The night's only close to being halfway done. And now that there's nothing to interrupt us this time, we can finally fight unimpeded."

Ben braced himself as Morrigan lunged forward to attack – teeth bared and tentacles searching the air for flash to tear through – but just as she got close, something fast blindsided her and knocked her out of the air like a clay bird in a skeet shooting contest. The next thing Ben knew, Morrigan was stuck to the building Darkstar fell into by a strange gray goop that encased her entire body. Ben was relieved to see it had even covered her mouth, preventing her from exercising her suggestive wit. Her entire form warped between bat and humanoid as she tried to transform her way out of her bonds, but the goop keep her arrested in her current shape. The best she could do was turn a piece of her hair into a tiny pair of fangs, and part of her left cheek and eyeball into a wing.

"I hope I did not interrupt anything by stepping in just now,"

Ben turned around to see Rook standing behind him with his Proto-tool drooling a bit of the gray goop out of its barrel. He flashed him a smile and a quick nod.

"Eh, all you interrupted was the second worse night of my life," Ben said with a shrug. "Your comedic timing was awesome by the way."

"Yes; well, I would have been here sooner, but…"

"Hey, don't worry about it, partner." Ben gave Rook a thumbs up. He tried to pair it up with a wink, but it was a difficult gesture to pull off with only one eye, so he just returned Rook's nod. "We saved the day, we beat the bad guys, and everything turned out okay."

Rook shook his head. "Not exactly, I'm afraid. We still need to find a way to transport the convicts back to Plumber HQ without the Proto-TRUK."

"I'm sure we can figure something out," Ben said. "Hopefully something that won't take more than the fifteen minutes we have left before the midnight monster movie starts."

"We will have to think even faster than that. The riot foam will not hold Ms. Aensland for long. It will start to deteriorate in just a few minutes."

"Yeah, no pressure or any…hey, did you feel the weather get hotter all of a sudden?"

"No, why?"

"I dunno; I…"

An unexpected mouthful of tongue-curdling bile cut Ben off mid-sentence. He felt a horrible wave of nausea fester in his gut. It was as if someone emptied a dump truck full of battery acid into it. His jaw clenched, and sweat began to drip down his forehead as the muscles in his stomach squirmed, pulled, and knotted itself in total agony. With each hammering beat, his heart cried out in pain. Fire traveled through his veins like the wick of a bomb, detonating out his mouth in the form of a throat-shredding scream.

"Ben?!" Rook cried out as his partner dropped to his knees, holding his stomach. A pool of sweat formed underneath his hanging head. "Ben; what is wrong?!"

Faster than either of them could react, Morrigan crumbled her restraints, pounced on Ben like a jungle cat, and sent him flying into the flagpole with a solid punch to the face. He collapsed to the floor with his back against the flagpole, feeling too weak and anguished to get himself back on his feet.

"Yes Ben, what's the matter?" Morrigan asked mockingly. Before Ben could summon the strength to move, she had already kicked him across the street, and into a parking meter. "You didn't happen to get a bit of my energy in your tummy, did you? I told you how dangerous that is, didn't I?"

Ben's single eye was wide with horror as he realized the meaning behind Morrigan's words. The energy he sucked out of Darkstar – that's what was boiling inside his guts, he realized. The sweat running down his forehead went cold as he figured out that wrenching nausea tormenting his body was a countdown to the moment he would blow up like a can of tomato soup in a microwave.

NO, Ben couldn't accept that! It couldn't end like that. There had to be a way out of this. It was just energy, right? If Feedback sucked it up, maybe he could let it out too.

But even that was easier said than done. As Morrigan came in for another attack, Ben had to fight the anguish tormenting his body before he could even begin to charge up an electric blast; his body could only manage a few sparks from his fingers before Morrigan was upon him with magic crackling in her fists.

"It's such a shame our night had to end like this, Ben." Morrigan sighed. "But since you made tonight so interesting, I guess I could do you a favor and make your death a little less painful…"

"That is far enough, Ms. Aensland." Rook barked over the high-pitched whine of his Proto-tool priming itself. From behind her, he aimed the weapon – now in the form of a rifle – at the back of her head. "Step away from my partner, put your hands in the air, and slowly-"

Rook didn't even get the chance to fire his gun before a thick tentacle sprang out of Morrigan's back and knocked him to the ground so hard, it hurt Ben just to look at the impact.

"Don't think I forgot about you, hot shot," Morrigan said with an unsettling cheeriness in her voice. "I still owe you for covering me in all that goop." She clucked her tongue and shook her head. "Didn't even buy me dinner first..."

Beep-beep-beep-BOOOOOOP

Ben expected to feel a lot more dreadful as the Omnitrix timed out, leaving him at the mercy of both Morrigan and the energy tearing him apart from the inside. However, for some reason – now that he was human again – he was actually feeling pretty good. His stomach had settled, his skin cooled off, and he didn't feel like he was going to vomit himself inside-out anymore. Did the Omnitrix somehow get it out of his system?

" ** _SOUL FIST_**!"

Ben rolled out of the way as Morrigan blasted the parking meter, and sent loose change flying through the air like confetti. The sudden shower of coins made Morrigan flinch, and gave Ben barely a second to dial another alien before the demonic killing machine recovered.

"Come oooonnn Waybig." Ben pleaded as he slammed his hand over the Omnitrix as hard as he could; But instead of flashing green, the device just turned yellow while making a weird buzzing beeping noise.

"Yellow? What the heck is that supposed to-HEY!"

Morrigan's other tentacle bound itself tightly around Ben's ankle, dragged him across the sidewalk, and hung him upside-down in front of the demoness like a cow's carcass on a meathook.

"Oh good, it looks like you have some life left in you after all," Morrigan said with a smile. "In that case, why don't you hurry up and turn into someone interesting? We've only six more hours of playtime before daybreak."

"Six more hours?! We've been going at this for hours already! How are you not tired yet?" Ben asked. He tried to reach for his ankle and undo Morrigan's bind, but the grip of her tentacle was just too strong. "Are you part-robot or just-"

"WARNING;" The Omnitrix interrupted. "Unidentified bio-energy infection detected and removed from the Omnitrix host. Harmful bio-energy must be purged from the system before regular functions can resume. You have thirty seconds to remove this Omnitrix and retreat to a safe distance before purging commences."

"Wait…WHAT?" Ben exclaimed. "Abort purge! ABORT! CODE 10!"

"Purging cannot be aborted without master control permissions enabled." The Omnitrix responded. "Thirty seconds remaining…"

"What does your watch mean by 'purging'?" Morrigan asked.

"Let go of my leg, and let me take it off, and neither of us will have to find out!" Ben yelled as he frantically tried to find whatever tab or button or switch he had to hit to remove the Omnitrix. But with no idea how to take of this new version of the watch, and about a gallon of blood emptying into his head, it was easier said than done. He would've been better off trying to open a pickle jar with a key.

"Well if you want it off of you so bad, it'll be easier to let me help you out." Morrigan offered as she put Ben's Omnitrix wrist right between her pointer and index finger; both of which flattened themselves into two fine-edged scissor blades.

"What is it with you and cutting off my appendages?!" Ben asked hysterically. "Quit messing around, and let me go already!"

Just as Ben pulled his wrist away from Morrigan's hand, the tentacle wrapped around his ankle slithered down his leg, wrapped around his arm, and forced it back between her fingers.

"Just trust me; I know what I'm doing," Morrigan said. "And don't worry; when this is all over you can go get yourself a nice hook hand. Now hold still."

Ben did not hold still. At the last possible moment, he jerked his arm away from Morrigan and made her scissor fingers cut into the Omnitrix instead. The alien devices otherworldly construction proved too strong for Morrigan to slice through as her digits bounced off its faceplate. In retaliation, the Omnitrix let several beeps before it released a feedback wave that tore Ben out of her tentacles, and threw them both to the ground.

"I thought I told you to hold still!" Morrigan growled as she rubbed her head. "I almost had it."

"I was doing fine with getting this thing off myself. Why would I hold still for you to CUT MY HAND OFF?!" Ben thundered.

"Warning; aggressive force has been taken against the Omnitrix." The Omnitrix declared. "Purge of bio-energy will be initiated immediately to repel offenders."

"Happy with yourself?" Morrigan asked coldly.

"You know what?" Ben said just before the blast from the Omnitrix enveloped them both "I don't know anymore. I really don't."

* * *

Despite all of Charmcaster's power, even she found herself struggling to stay upright as the explosion rocked the office building she was spying atop of. She clung onto the massive arm of one of her rock monster familiars until the vicious tremor subsided, and she was allowed to stand on her own two feet unimpeded. Looking down to the streets below, she saw cars blown to pieces, windows shattered, trees became giant torches with their leaves and branches set ablaze, fallen power lines danced under their light, some parts of the street had melted back into tar, and in the epicenter of the destruction, Ben, his alien partner, Morrigan, and Darkstar lied unconscious.

Charmcaster stared at the chaos for a moment, then looked behind her to see the army of rock monsters she had created to attack the quartet – about fifty golems staring back at her, patiently waiting for orders – then back to the chaos.

"Well…that was pretty ani-climactic. Wouldn't you agree?"

Charmcaster looked down to her waist, expecting an answer from the small brown pouch she usually had tied to her belt; only to find that it wasn't there.

"Oh, right, I forgot…" She said with a long defeated sigh. "You're back in Ledgerdomain, aren't you?"

Behind its strange patchwork smile, and its burlap exterior, Charmcaster's pouch held not only a legion of shrunken rock creatures ready to be summoned for battle, but a small stone idol that held the soul of Adwaita: a powerful dark sorcerer who used to rule Ledgerdomain before she defeated him and took his place. When she woke up to find herself mysteriously evicted from the realm, she found the sack missing from her possessions, as well as the stone that allowed her to rule over Ledgerdomain: the Alpha Rune. If Adwaita somehow managed to escape the sack and find the rune unprotected, he would be able to regain his control over Ledgerdomain, and rule over all the mana in the universe.

Charmcaster would rather die than let that happen, and she was more than willing to kill to keep the warlock from regaining his powers. She would do whatever it took to keep that madman from closing his tyrannical fist around the neck of her homeland.

…or at least she was; right until the only five people standing in her way decided to drop like flies without her having to lift a finger.

Charmcaster looked back to the horde of magical standing patiently behind her, regretting profusely the hours she wasted putting them all together for a battle that ended not happening. "Take them all back to the castle." She commanded, gesturing to her fallen enemies. "And bring the succubus to my quarters."


End file.
